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Introduction
The Nigerian Insurance Industry Reform Act (NIIRA) 2025, introduces stronger regulatory control over insurers, expanding the National Insurance Commission's (NAICOM) authority. However, its provisions overlap with the Companies and Allied Matters Act (CAMA) 2020 and the Federal Competition and Consumer Protection Act (FCCPA) 2018. Key tensions arise around annual general meetings (AGMs) and the approval of mergers or acquisitions. This article examines these conflicts and their implications for insurers navigating the multiple regulatory frameworks.
- Annual General Meetings (AGMs)
What CAMA 2020 Requires
CAMA 2020 provides that, except in the case of a small company or a company with a single shareholder, every company must hold an annual general meeting each year, and not more than fifteen months may elapse between one meeting and the next.1 Private companies with a single shareholder or those qualifying as "small companies" are exempted. The Act further prescribes the core business to be transacted at annual general meetings,2 and also regulates how such meetings are to be conducted, including allowances for electronic participation under certain conditions.3
What Is Reported Under The NIIRA 2025
The NIIRA 2025 introduces stronger oversight by the National Insurance Commission (NAICOM) over insurers, imposing new obligations relating to filings, returns, capital adequacy, and regulatory approvals. Under the Act, insurers are prohibited from holding their annual general meetings (AGMs) or declaring dividends until their annual returns have been approved by the Commission.4 This indicates that, under NIIRA, AGMs may be delayed or prevented altogether where insurers fail to comply with the regulatory filing requirements.
The Conflict
A point of legal tension arises between the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Insurance Industry Reform Act (NIIRA) 2025, regarding the holding of annual general meetings (AGMs). While CAMA mandates that every company, except small companies or those with a single shareholder, must hold an AGM annually and within fifteen months of the previous one, NIIRA effectively conditions insurers' ability to hold AGMs on prior approval of their annual returns by NAICOM. This creates a potential conflict: insurers are obliged under CAMA to hold AGMs within a strict timeframe, yet NIIRA empowers the regulatory body to delay or prevent such meetings until compliance requirements are met. The result is a regulatory overlap that raises questions about which statute takes precedence, and highlights the practical challenges insurers may face in balancing the general corporate law obligations with sector-specific regulatory controls.
- Regulatory Oversight of Mergers, Transfers and Acquisitions
What the FCCPA Provides
Under FCCPA 2018, parties to proposed mergers, acquisitions, or business transfers in Nigeria are required to notify the Federal Competition and Consumer Protection Commission (FCCPC).5 The Act further empowers the FCCPC to review such transactions, determine whether they are likely to substantially prevent or lessen competition, and, where necessary, impose conditions or prohibit the transaction altogether.6
What Is Reported Under The NIIRA 2025
The NIIRA 2025 appears to grant NAICOM significant oversight authority to approve or reject mergers, acquisitions, or transfers involving insurance companies. Under the Act, an insurer is prohibited, without the prior approval of the Commission, from amalgamating with, transferring to, or acquiring from any other insurer, any insurance business or part thereof, or from entering into any agreement or arrangement for the reconstruction of an insurer's business.7 This means that, in addition to the oversight of the Federal Competition and Consumer Protection Commission (FCCPC), insurance sector transactions may also require NAICOM's approval under NIIRA. The result is a dual regulatory layer that entrenches stricter scrutiny over insurers' corporate activities.
The Conflict
A regulatory conflict emerges between the FCCPA 2018 and the NIIRA 2025 in relation to mergers and acquisitions. While the FCCPA vest the FCCPC with the authority to review and approve mergers to prevent anti-competitive outcomes, the NIIRA simultaneously requires insurers to obtain NAICOM's prior approval before engaging in any amalgamation, transfer, acquisition, or reconstruction of insurance business. This dual oversight framework creates an overlapping jurisdiction, as insurance companies must now navigate both the competition law requirements under the FCCPC and sector-specific approvals under the NAICOM.
The result is potential regulatory uncertainty and duplication, raising questions about the coordination between the two bodies and which authority's decision ultimately prevails in cases of conflict.
Legal Implications & Possible Resolutions
- Statutory Interpretation: Courts may need to determine whether NIIRA impliedly overrides parts of CAMA or FCCPA. The doctrine of lex posterior derogat priori (later law prevails over earlier law)8 may be invoked if NIIRA is deemed later and more specific.
- Need for Clarity: Guidance from NAICOM or the government should clarify whether NIIRA modifies corporate or competition law obligations in relation to insurance.
- Regulatory Coordination: Collaboration between NAICOM and FCCPC, for example through Memoranda of Understanding, could reduce duplication and establish a framework for concurrent approvals.
- Legislative Amendments: The National Assembly may amend NIIRA or related statutes to expressly provide for precedence or saving clauses, reducing ambiguity and ensuring legal certainty.
Conclusion
NIIRA 2025 undoubtedly strengthens NAICOM's role in shaping governance and corporate restructuring in the insurance sector. However, its overlap with CAMA 2020 and FCCPA 2018, highlights the risks of regulatory fragmentation. Unless clarified through statutory interpretation, regulatory coordination, or legislative reform, insurers face the prospect of legal uncertainty in convening AGMs and executing structural transactions. This underscores the urgent need for harmonisation of Nigeria's evolving corporate, competition, and sector-specific regulatory frameworks.
Footnotes
1 Companies and Allied Matters Act 2020, s 237(1).
2 Ibid s 238.
3 Ibid s 240.
4 Nigerian Insurance Industry Reform Act 2025, s 29(7).
5 Federal Competition and Consumer Protection Act 2018, s 93(1).
6 Ibid s 94(1)
7 Nigerian Insurance Industry Reform Act 2025, s 107(1).
8 Kashyap S., "Legal Maxim: Lex Posterior Derogat Priori" In https://lawarticle.in/legal-maxim/lex-posterior-derogat-priori/ (Accessed 21st September, 2025).
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