The Conversion And Renewal (Licences And Leases) Regulations 2026: Closing The Gaps In Nigeria's Post-Pia Upstream Licensing Framework

The PIA also introduced a standardised framework for the grant, conversion, renewal, and administration of upstream petroleum rights. To facilitate the transition to the new licensing regime, the Nigerian Upstream Petroleum Regulatory Commission ("NUPRC" or the “Commission”) issued the Conversion and Renewal (Licences and Leases) Regulations, 2022. The Regulations established the procedural framework for the conversion, renewal, and extension of upstream petroleum licences and leases under the PIA. Experience gained from implementing the 2022 Regulations subsequently informed further regulatory refinements, culminating in the Conversion and Renewal (Licences and Leases) Amendment Regulations, 2026.

The Petroleum Industry Act 2021 ("PIA") has fundamentally restructured Nigeria's upstream petroleum licensing framework. Among other reforms, it replaced the previous licensing regime of the Petroleum Act (PA) and changed the licence type nomenclature with the introduction of the Petroleum Exploration Licence (PEL), Petroleum Prospecting Licence (PPL), and Petroleum Mining Lease (PML)¹.

This article examines the key changes introduced by the 2026 Regulations. It considers whether they merely provide procedural clarification or whether they meaningfully address the regulatory and implementation issues that emerged during Nigeria's transition to the post-PIA upstream licensing regime.

What changed?

The 2026 Regulations retain the overall objective of facilitating the conversion, renewal, and extension of upstream petroleum licences and leases under the Petroleum Industry Act 2021 ("PIA"). However, they introduce a number of important amendments that refine the implementation of the post-PIA licensing framework and replace several provisions contained in the 2022 Regulations.

One of the most significant changes is the expansion of the scope of the Regulations². While the 2022 Regulations primarily governed the conversion and renewal of existing licences and leases during the transition to the PIA regime, the 2026 Regulations extend their application to additional transactions. These include the conversion or renewal of Oil Prospecting Licences ("OPLs") upon their expiration or termination pursuant to section 303(1) of the PIA, as well as the grant of Petroleum Mining Leases ("PMLs") in respect of commercial discoveries³. The Regulations also clarify that, for the purposes of section 81(1) of the PIA, references to the holder of a Petroleum Prospecting Licence include holders of legacy OPLs⁴, thereby providing a clearer regulatory pathway for legacy licence holders.

The application process for licences has also been revised. Under the 2022 Regulations, NNPC Limited was expressly designated as the applicant for the conversion or renewal of licences and leases held under certain Production Sharing Contract arrangements⁵. The 2026 Regulations remove that designation and instead require the operator to submit the application on behalf of all licensees or lessees, subject to the prior consent of all licensees, lessees or contractors. In addition, applicants are now required to submit applications in the form prescribed by the Commission together with expanded supporting information, including the names of all relevant licensees, lessees, or contractors, as applicable⁶. These amendments strengthen the documentary requirements and provide greater flexibility for the Commission to request additional information where necessary.

Another notable amendment is the removal of the transitional provisions that governed the voluntary conversion of legacy OPLs and OMLs under the 2022 Regulations⁷. Given the expiry of the statutory conversion period under section 92(4) of the PIA, these provisions had largely served their purpose and have been omitted from the new framework.

The 2026 Regulations also revise the compliance framework relating to Host Community Development Trusts ("HCDTs"). Unlike the 2022 Regulations⁸, which required HCDTs to be incorporated before a specified deadline, the 2026 Regulations⁹ remove that fixed timeline. Instead, applicants are required to establish and fund a HCDT in accordance with section 236 of the PIA as a precondition to the execution of a conversion contract or the grant or renewal of a petroleum licence or lease. This amendment aligns compliance with the continuing obligations imposed under the PIA rather than a transitional deadline.

The 2026 Regulations also clarify the position on the renewal of legacy Oil Mining Leases ("OMLs"). The Regulations expressly provide that an OML may only be renewed as a Petroleum Mining Lease upon the expiration of its term, in accordance with sections 87(1) and 93 of the PIA. This provides greater certainty regarding the treatment of legacy mining leases within the post-PIA licensing framework¹⁰.

In addition, the Regulations eliminate several references to the repealed Petroleum Act that appeared in the 2022 Regulations. References to paragraph 35 of the First Schedule to the Petroleum Act in relation to certain Production Sharing Contract renewals have been deleted, while provisions relating to rents, royalties, and other fiscal obligations have been updated to refer directly to the PIA. These amendments reinforce the transition away from the repealed Petroleum Act and align the regulatory framework more closely with the current statutory regime.

Finally, the 2026 Regulations repeals the Conversion and Renewal (Licences and Leases) Regulations, 2022, thereby removing any uncertainty as to the applicable regulatory instrument governing the conversion, renewal, and administration of upstream petroleum licences and leases under the PIA¹¹.

Collectively, these amendments demonstrate a paradigm shift from a transitional conversion framework towards a more comprehensive and permanent regulatory regime for the administration of upstream petroleum rights. While many of the changes clarify existing procedures and align the Regulations with the PIA, they also introduce important procedural and administrative refinements that are likely to influence how petroleum titles are managed going forward.

Do the 2026 Regulations Address the Implementation Challenges?

The Conversion and Renewal (Licences and Leases) Amendment Regulations, 2026 introduce a more comprehensive framework for the conversion, renewal, and administration of upstream petroleum licences and leases under the Petroleum Industry Act 2021 ("PIA"). While several of the amendments clarify and refine the procedural framework established under the 2022 Regulations, others expand the scope of the regulatory framework to address additional licensing scenarios and update the requirements governing the administration of petroleum titles.

The expansion of the scope of application, the clarification of the treatment of certain legacy petroleum titles, the revision of application and documentation requirements, and the express revocation of the 2022 Regulations collectively provide a more coherent framework for the continued implementation of the PIA licensing regime. The removal of spent transitional provisions also reflects the progression of the transition from the initial implementation phase of the PIA to its ongoing administration.

However, the effectiveness of the 2026 Regulations will ultimately depend on their implementation. Although the Regulations provide a more comprehensive procedural framework, the administration of upstream petroleum licences and leases will continue to require consistent regulatory decision-making and efficient processing of conversion, renewal, and other licensing applications.

Accordingly, the 2026 Regulations represent more than a procedural restatement of the 2022 framework. They introduce substantive refinements to the administration of upstream petroleum rights while providing greater clarity in several areas of the post-PIA licensing regime. Whether these amendments fully address the practical issues that arise in the administration of petroleum titles will depend on how the framework is applied in practice.

Conclusion

The Conversion and Renewal (Licences and Leases) Amendment Regulations, 2026 does more than restate the framework established under the 2022 Regulations. By refining the procedures governing the conversion, renewal, and administration of upstream petroleum licences and leases, they represent a further step in the implementation of the Petroleum Industry Act 2021.

While the amendments provide a more comprehensive regulatory framework, their long-term significance will ultimately depend on consistent implementation by the Commission and their practical application within Nigeria's evolving upstream petroleum sector.

Footnotes

^{1 Petroleum Industry Act 2021, Ss. 70, 71 & 72.}

^{2 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 2.}

^{3 Ibid.}

^{4 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 2(2).}

^{5 Conversion and Renewal (Licences and Leases) Regulations 2022, Reg. 3.}

^{6 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 3(3)(d).}

^{7 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 5(1).}

^{8 Conversion and Renewal (Licences and Leases) Regulations 2022, Reg. 22.}

^{9 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 21.}

^{10 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 5(7).}

^{11 Conversion and Renewal (Licences and Leases) Amendment Regulations 2026, Reg. 26.}

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