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SEC Threatens to Sanction Firms for Unapproved Alteration

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Securities and Exchange Commission (SEC) will henceforth impose sanction on any capital market operator or company that alters approved transaction document without approval of the Commission, according to a circular from by apex capital market regulator.

SEC Threatens to Sanction Firms for Unapproved Alteration

SEC stated in the circular that any request for any change in an approved transaction document must be duly made to the Commission for its prior approval before effecting any such change, warning that altering approved transaction document without prior approval will attract sanctions.

According to the Commission, where any change is made to a transaction document after same has been approved or cleared by the Commission without the prior approval of the Commission, the relevant parties shall be sanctioned in accordance with the rules and regulations of the Commission.

“The Commission expects strict compliance with this directive,” SEC stated.

SEC noted that in addition to the complete filing directive of the Commission, all requests for amendments to transaction documents after approval or clearance by the Commission shall attract additional processing fee.

According to SEC, any request for a change, alteration, or amendment of documents after approval and clearance has been granted shall attract a processing fee of N1 million.

Also, the apex capital market regulator has clarified that “light refreshments” at annual general meetings (AGMs) are not considered as part of gifts prohibited under its rules banning distribution of gifts at AGMs.

Rule 602(4) of SEC states that ‘’public companies shall not distribute gifts to shareholders, observers and any other person at Annual General Meetings/Extra-Ordinary General Meetings’’.

The Commission stated that it considered it necessary to clarify that ‘’light refreshments’’ are not prohibited and do not fall under category of gifts prohibited by Rule 602(4).

With several cases of disruptions due to distribution of gifts at AGMs and alleged unethical behaviours by companies, SEC had issued new rules banning distribution of gifts and engaging any caucus of shareholders in group meeting prior to any of the general meeting.

Any company that violates the two rules shall be liable to a penalty of not less than N10 million.

Providing justification for the proposed rules, SEC stated that public companies spend a significant amount of money on corporate gifts at AGMs and EGMs and this has a great impact on their profitability.

SEC noted that few of the companies are making reasonable profits and even fewer can afford to pay dividends, adding that if the amount budgeted for gifts at AGMs or EGMs can be reserved for other relevant operational or administrative expenses, it would positively impact on the companies’ earnings per share.

“Furthermore, it has been observed that some companies arrange meetings with select groups of shareholders ahead of general meetings to discuss proposed resolutions and agree on strategies which are often detrimental to the interest of other shareholders,” SEC stated. Such meeting is known as pre-AGM meeting.


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E-Financial

Fidelity Bank Appoints Onwughalu as New Chairman After Chike-Obi’s Tenure

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Fidelity Bank Plc has announced the appointment of Mrs Amaka Onwughalu as the new Chairman of its Board of Directors, effective January 1, 2026, following the completion of Mr Mustafa Chike-Obi’s tenure on December 31, 2025.

Fidelity Bank Appoints Onwughalu as New Chairman After Chike-Obi’s Tenure

Mrs Amaka Onwughalu

The seamless board transition aligns with the tier-one lender’s governance policy and has been duly notified to the Central Bank of Nigeria (CBN), the Nigerian Exchange Group (NGX), and other key stakeholders.

During Mr Chike-Obi’s stewardship, Fidelity Bank achieved remarkable milestones, including the full repayment of its Eurobond, successful execution of an oversubscribed public offer and rights issue by 237 per cent and 137.73 per cent respectively, and expansion into the United Kingdom market.

The bank also fortified its capital base, recorded robust growth in customer deposits and total assets, advanced its digital banking infrastructure, and elevated its corporate and investment banking offerings under his leadership.

Notable strides were made in governance, risk management, and operational efficiency, all of which bolstered market confidence and sustained the bank’s impressive performance trajectory.

Reflecting on his time at the helm, Mr Chike-Obi said: “It has been a privilege to serve as Chairman of Fidelity Bank. The dedication of our Board, management, and staff has enabled us to reach significant milestones. I am confident that the Bank will continue to thrive and deliver value to all stakeholders.”

Mrs Onwughalu, who joined the board in December 2020 and chaired several key committees, brings over 30 years of banking expertise, including executive positions at Mainstreet Bank Limited and Skye Bank Plc.

She holds degrees in Economics, Corporate Governance, and Business Administration, alongside executive training from leading global institutions, and is a Fellow of multiple professional bodies with accolades for accountability and financial management.

“I am honoured to lead the Board of Fidelity Bank at this exciting time. Our recent achievements have set a strong foundation for continued growth. I look forward to working with my colleagues to drive our strategy and deliver sustainable value,” Mrs Onwughalu stated.

Recognised among Nigeria’s top-performing banks, Fidelity Bank serves over 9.1 million customers via digital platforms, 255 business offices across Nigeria, and its UK subsidiary, FidBank UK Limited.

The institution has garnered numerous awards, including the 2024 Excellence in Digital Transformation & MSME Banking by BusinessDay BAFI Awards, Most Innovative Mobile Banking Application for its Fidelity Mobile App by Global Business Outlook, and Most Innovative Investment Banking Service Provider by Global Brands Magazine.

It was also named Best Bank for SMEs in Nigeria by Euromoney Awards for Excellence and Export Financing Bank of the Year by BusinessDay BAFI Awards.


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FIRS Rebrands as Nigeria Revenue Service, as New Tax Laws Take Effect

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The Federal Inland Revenue Service (FIRS) has officially metamorphosed into the Nigeria Revenue Service (NRS), unveiling its new institutional brand identity.

The development ushers a new dawn in revenue administration in the country as the new tax laws come into force today.

The NRS came into operation following the signing of its enabling law known as the Nigeria Revenue Service Establishment Act 2025 by President Bola Tinubu in June 2025.

Speaking at the unveiling of the logo yesterday in Abuja, Executive Chairman of NRS, Zacch Adedeji, explained that the logo and other brand elements for NRS represented an important milestone in the evolution of Nigeria’s revenue administration framework.

This came as a High Court of the Federal Capital Territory (FCT) turned down a request to stop the President Bola Tinubu-led federal government from implementing the new tax regime scheduled to commence from January 1, 2026.

Also, Director General, Budget Office of the Federation (BoF), Tanimu Yakubu, reaffirmed the integrity of the country’s newly enacted Tax Reform Acts, cautioning against what it described as governance by speculation and unverified claims following allegations of post-passage alterations.

However, delivering ruling, Justice Bello Kawu declined the request and directed the federal government to proceed with the full implementation of the tax law pending the hearing and determination of the motion on notice.

Though the ruling was delivered on December 23, the Certified True Copy (CTC) of the ruling signed by the Registrar of the court, Hadiza Sambo Gwandu, dated December 30, 2025, was obtained on Wednesday.

The judge held that there was no concrete and strong evidence before the court to warrant the granting of the reliefs sought.

Specifically, Justice Kawu said: “I have considered the application together with the affidavit in support. I have also considered the submission of the learned counsel for the claimant/applicant together with the judicial authorities cited and I am of the strong view that the court lacks power to stop implementation of a law already signed by the appropriate authority without concrete evidence of any wrong doing.

“At this preliminary stage, it will be difficult if not impossible to prove any wrong doing because at this stage, the court should be careful not to touch on the main issue. It is my considered opinion that granting injunction at this preliminary stage will be touching the subject matter in the main suit.

It should be noted that once an Act is signed into law, it can only be repealed by the lawmakers or any offending section set aside by the court of law; be that as it may, exparte application cannot be used to set aside the coming into force any Act already signed into law or gazetted.

“In view of the above, the implementation of the Tax Act 2025 and other related Acts will commence on January 1, 2026 and continue to be in force pending the hearing and determination of the originating motion before this court, “ Justice Kawu ruled.

Meanwhile, the matter has further been adjourned to January 9, 2026 for hearing of the motion on notice.

President Bola Tinubu had few days ago vowed to proceed with the implementation of the controversial Nigeria Tax Act, 2025.

Responding, a public interest group, the Incorporated Trustees of African Initiative for Abuse of Public Trust, had approached the court with a motion exparte seeking an order of injunction to restrain Tinubu and the federal government from proceeding with the implementation of the new tax law, pending the hearing and determination of the motion on notice filed by the group.

The group predicated their legal action on alleged discrepancies in the new tax laws.

Listed as defendants in the motion marked: FCT/HC/M/17240/2025, are the Federal Republic of Nigeria, President of the Federal Republic of Nigeria, Attorney General of the Federation, President of the Senate, Speaker of the House of Representatives and National Assembly as defendants.

The plaintiff in the motion exparte sought for an order of interim injunction pending the hearing and determination of the substantive suit to stop/ restrain the federal government, FIRS, National Assembly, or any of its agencies from implementing, executing, and/or enforcing any of the provisions of the gazetted Nigeria Tax Act, 2025, Nigeria Tax Administration Act, 2025, the Nigeria Revenue Service (Establishment) Act, 2025 or the Joint Revenue Board of Nigeria (Establishment) Act, 2025 for any reasons, pending the hearing and determination of the Motion on Notice.

They also sought for another order of interim injunction pending the hearing and determination of the motion notice, restraining the President, either by himself or through any agency of the federal government created under the gazette Nigeria Tax Act, 2025 Nigeria Tax Administration Act, 2025, the Nigeria Revenue Service (Establishment) Act, 2025 or the Joint Revenue Board of Nigeria (Establishment) Act, 2025 from implementing the provisions of those Acts of the National Assembly in any states of the federation where applicable, pending the hearing and determination of the motion on notice.

However, Adedeji, in a statement issued by his Special Adviser (Media), Dare Adekanmbi, said, “The unveiling of the NRS identity reflects a renewed commitment to a more unified, efficient, and service-oriented revenue system, one that is aligned with Nigeria’s economic transformation agenda and global best practices.”

He said the new identity signalled, “continuity of purpose, strengthened institutional capacity, and a forward-looking approach to supporting taxpayers and national development.

“The Nigeria Revenue Service remains committed to transparency, partnership, and service excellence.

“The unveiling of this new identity represents not an end, but the beginning of a strengthened relationship between the revenue authority and the Nigerian public—built on trust, clarity, and shared prosperity.”

However, Yakubu, in a statement, said the budget office had taken note of concerns raised by the Minority Caucus of the House of Representatives, stressing that the sanctity of the law is central to constitutional democracy and not a mere procedural formality.

According to the office, any suggestion that a law could be altered after debate, passage, authentication, and presidential assent without due process would strike at the core of the republic and undermine citizens’ right to be governed by transparent and stable laws.

The budget office, warned that democratic integrity is also endangered by the careless amplification of unverified claims.

Yakubu said, “A nation cannot be governed by insinuation or sustained on circulating documents of uncertain origin,” adding that public confidence, once shaken by speculation, is often difficult to restore.

BoF emphasised that both government and citizens share a common interest in truth, clarity, and due process, noting that public finance depends heavily on trust in the legality and clarity of fiscal laws.

It welcomed the decision of the National Assembly to investigate the allegations, describing institutional inquiry, not conjecture as the appropriate response to claims of illegality.

On public access to the law, the office agreed that Nigerians and the business community are entitled to clear and authoritative texts of all laws they are required to obey.

Yakubu clarified, however, that the authenticity of legislation is determined by certified legislative records and official publication processes, not by informal or viral reproductions.

He also underscored the importance of separation of powers, warning that claims suggesting Nigeria is being governed by “fake laws,” if not backed by established facts, risk eroding confidence in democratic institutions.

He stressed that legislative scrutiny should not be dismissed by the executive, noting that oversight is a constitutional duty, not an act of hostility.

From a fiscal perspective, the budget office said legal certainty is essential for revenue projections, macroeconomic stability, budget credibility, and investor confidence.

While it is not the custodian of legislative records, it maintained that uncertainty around operative tax provisions directly affects economic planning.

To restore confidence, the office proposed a set of measures, including the publication of verified reference texts in a single public repository, orderly access to Certified True Copies for stakeholders, clear public explanations where discrepancies are alleged, and strict alignment of all implementing regulations with authenticated legal texts.

Further addressing calls for suspension of the tax reforms, Yakubu cautioned against allowing prudence to slide into paralysis, arguing that properly implemented tax reform is necessary to reduce dependence on borrowing and inflationary financing, while easing indirect burdens on vulnerable citizens.

He said, “Where clarification is required, it must be provided; where correction is required, it must be effected; where investigation is required, it must proceed”, adding that governance and reform should not be stalled by unresolved conjecture.

The BoF reaffirmed the agency’s commitment to fiscal transparency, institutional integrity, and reforms that advance national prosperity while safeguarding citizens’ rights.


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E-Financial

Banks to Impose N50 Stamp Duty on Transfers of N10,000 and Above from January 1

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Commercial banks in Nigeria will begin charging a N50 stamp duty on electronic transfers of N10,000 and above starting January 1, 2026, in line with the newly enacted Tax Act.

Banks to Impose N50 Stamp Duty on Transfers of N10,000 and Above from January 1

CBN

The Electronic Money Transfer Levy (EMTL), now rebranded as stamp duty, applies as a one-off fee on any electronic receipt or transfer into accounts at commercial banks or financial institutions for amounts reaching or exceeding N10,000—or its equivalent in other currencies.

United Bank for Africa (UBA) notified customers via email on Tuesday, confirming the shift where senders, rather than recipients, will now bear the charge. Salary payments and intra-bank self-transfers remain exempt.

“Stamp Duty applies to transactions of N10,000 and above,” the email stated, emphasising transparency in the change from previous deductions borne by beneficiaries.

This levy forms part of broader tax reforms pushed by President Bola Tinubu’s administration, aimed at fiscal restructuring despite public pushback.

UBA reaffirmed its commitment to keeping customers informed amid evolving banking regulations.


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