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For listed Nigerian employers
A comprehensive overview of the legal and regulatory framework governing Employee Share Investment Schemes (ESIS) for listed Nigerian companies — covering CAMA 2020, SEC Nigeria, NGX listing obligations, FIRS tax requirements, and CSCS registration.
enrolled
held for staff
take-up
Staff join from their phone. KYC handled by us.
One file a month, reconciled automatically.
Each employee on the register in their own name.
Shares follow the person, not the payroll.
Company Law Foundation
Capital Markets Regulator
Listing Obligations
Tax Administration
Securities Depository
For a formally structured Employee Share Investment Scheme (ESIS) for a listed company, notification to and compliance with SEC Rules on Share Purchase Plans is required. The scheme trust deed must be filed with SEC and the company must submit annual scheme reports. The exact approval requirements depend on the specific scheme structure — some arrangements require prior SEC clearance, others proceed on a notification basis. Shares Saver works with qualified Nigerian legal counsel to ensure each scheme is established within the correct regulatory framework.
Shareholder approval is required when the scheme involves allotting new shares to employees (as opposed to purchasing existing shares in the market or using treasury shares). Under CAMA 2020, the board can allot shares within the limits of the directors' existing share allotment authority — typically granted by shareholders at the AGM. If the scheme exceeds that authority, a special resolution at a general meeting is required. The scheme rules should clearly document the share allotment authority basis.
When shares are allotted to an employee, the market value of those shares at the allotment date is treated as employment income for Nigerian tax purposes. The employer must include this value in the employee's PAYE computation for that month, withhold the applicable PAYE, and remit it to FIRS with the monthly PAYE return. Where the employee cannot fund the PAYE liability from their cash salary, the scheme rules typically provide for a sell-to-cover mechanism — selling a portion of the allotted shares to fund the tax.
Under the Nigeria Tax Act 2025, in force from 1 January 2026, an individual's gains on disposing of shares are exempt where total disposal proceeds are below ₦150 million and chargeable gains do not exceed ₦10 million in any 12 consecutive months. Where share-disposal proceeds are reinvested in shares of Nigerian companies, the reinvested amount is exempt. Gains outside these exemptions are taxed at the individual's personal income tax rates (progressive bands). Confirm how these rules apply with a qualified Nigerian tax adviser.
Once an ESIS is operational, the company has the following recurring compliance obligations: (1) Annual scheme report to SEC Nigeria — covering allotments made, shares outstanding, participants enrolled, and trust account status; (2) Annual disclosure in the company's audited accounts and annual report — NGX listing requirement; (3) Monthly PAYE filing for any allotment month — FIRS requirement; (4) WHT deduction and filing on dividend payments; (5) Market announcement for material scheme changes — NGX X-Disclosure. Shares Saver's administration platform generates the SEC annual report and dividend WHT workings automatically.
This guide provides general information only. Tax law and regulatory requirements change. Always confirm current obligations with qualified Nigerian legal and tax advisers before establishing or amending an employee share scheme.
Shares Saver guides Nigerian listed companies through the full regulatory process — from board resolution and trust deed preparation to SEC notification, CSCS registration, and ongoing annual compliance reporting.
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