How to sell your business in Nigeria

Selling a business is one of the biggest financial and emotional transactions an owner will ever make. In Nigeria in 2025, market conditions, recent company and tax law reforms, and more intense M&A activity make it a good — but complicated — time to sell. This user-friendly guide on How To Sell Your Business in Nigeria walks you step-by-step through selling your business in Nigeria, from valuing the business to signing the final transfer documents.

Select your exit route (what “selling your business in Nigeria” means)

It is a simple and straight forward term and expression and means what it says. Selling your business means giving up ownership and control of the business either completely or partially to other persons or parties. In the more advanced technical term this is called divestment. Several methods exist to sell a business; select the one that best serves your goals and the business structure:

• Share sale — disposal of ownership (shares) of a company to one or more buyers (typical for private limited companies). Here you sale some of the shares of the business to others and grant part ownership of the business. You can also sell it 100% giving them full ownership and control of the business while you take the money and walk away. A classic case is when Aig Imoukhude and his colleagues bought over Access Bank
• Asset sale — sale of business assets (equipment, IP, customer lists) rather than share capital. In this case you are not selling the business but some of the assets or divisions of the business. When you do this the size of your remaining business shrinks. Assets sale is mainly done to raise working for the company or to wind off unprofitable arms of the business. A good example here is when Coca cola Nigeria sold off Chivita|Hollandia (CHI Limited) to UAC Plc
• Trade sale / strategic sale — buyer is another company (often a competitor, supplier or investor). In this instance you seek another strategic company that has competencies to run the business more profitably and sell the business to them. Often times this type of business sale come along with shares for you in the enlarged company run by the buyer. A good one here is when Shoprite sold their Nigerian business arm to Persianas Investment Limited. Led by Nigerian businessman Tayo Amusan
• MBO/MBI (management buyout/in) — managers buy the business. What happens here is that the Management of the company team up, raise funds and buy over the company from you. As management they understand the business and can effectively turn it around and make profits. This was what happened to Pfizer Nigeria when the Management bought it over and renamed it Neimeith
• Partial sale or minority stake sale — sell an interest to private investors as in the examples of AfricInvest’s acquisition of a minority stake in Royal Exchange General Insurance in 2021, Verod Capital’s acquisition of a minority stake in Greensprings School in 2017
  

M&A activity in Nigeria has been strong recently, especially in fintech, oil & gas and consumer sectors — which gives sellers a number of types of buyers to consider.

Prepare the business (value-enhancing housekeeping)

Note that buyers pay for predictable earnings and low legal/risk exposure of your business. It is not the name nor the industry that they are buying. When people are buying your business, what they are actually buying are the market prospects and revenue potentials . That means to attract buyers you must do some house keeping first, like a bride meeting her suitor. Do this first:

• Clean up financials — prepare 3–5 years of audited or neatly prepared management accounts and reconcile tax returns.
• Standardize contracts — make customer, supplier, employment and IP agreements documented and assignable.
• Fix corporate records — minute book, share register, statutory filings with the Corporate Affairs Commission (CAC) are up to date. CAMA 2020 governs company formations, share transfers and approvals thereon.
  Corporate Affairs Commission
• Resolve disputes — resolve or disclose litigation, unpaid tax issues, or regulatory non-compliance.
• Strengthen key individuals — put in place employment contracts and retention plans if buyer is dependent on management.
• These steps minimize due diligence and buyer risk.

Value your business realistically

What price or value will you place on your business? How much is it worth: How will you determine the value to ask potential buyers to pay for your business? Valuation methods commonly used in Nigeria include discounted cash flow (DCF), comparable transactions (multiples) and asset-based methods. Professional firms (Big Four and local valuation specialists) can produce defensible valuation reports for buyers and lenders. An independent valuation manages expectations and makes negotiation easier. Practical tip: get at least one professional valuation and a second “sanity-check” (e.g., accountant or M&A advisor).

Value tax implications (critical in 2025)

Tax is a major driver of net proceeds. Nigeria’s Capital Gains Tax (CGT) has traditionally been 10%, but recent tax reform proposals and the 2025 Nigeria Tax Act (NTA) were game-changers — including how gains on disposals of companies are taxed. You must determine if gains will be treated under CGT provisions or as trading profits for companies, and withhold obligations and stamp duties. The Federal Inland Revenue Service (FIRS) and the latest Nigeria Tax Act (NTA) documentation are the ultimate authorities. Engage a tax adviser at an early stage to advise you on this

Determine how to find buyers

How will you find buyers for your business? Will will you find the buyers? There are several options open to you when it comes to find those to acquire your business. The Options are:

• Business brokers and M&A advisors, like BuyMyBusiness Business Brokers, — they handle marketing, screening and negotiation (useful for mid-market deals).
• Sell to strategic buyers (industry participants) — often pay premiums for synergy.
• Financial buyers (private equity, investors) — may want governance changes post-deal.
• Direct approach — approach prospects if confidentiality is possible.
• As M&A activity has increased in recent years, the use of a good adviser can multiply buyer interest and speed up negotiations.
  

Marketing the sale and confidentiality

This is the hard part in selling your business. How will make your business sale? We also suggest you make use of professionals to come up with a short marketing presentation, either as a write up, a power point presentation or as . What needs to be done are:

• Prepare a short teaser (no names or sensitive figures) for distribution to qualified purchasers.
• NDA (confidentiality agreement) before sharing complete details.
• Due diligence data room — gather contracts, tax returns, financial models, licences, corporate documents, and IP documents.

Negotiation, heads of terms and deal structuring

Negotiation is part of business sales. The potential buyers will do their due diligence and come up with a value they believe will be a fair exchange and in most instances this will be at variance with the value you have placed on your business. So the two parties must sit down and negotiate to come to a middle point. How much ground and concessions will make on the sales price? It all depends on your negotiating power and the power of the earlier presentations you made. Here are some Key negotiation issues to consider:

• Price and consideration (cash, shares, deferred payments, earn-outs).
• Warranties & indemnities — seller representations concerning the business; buyers require protections.
• Escrow — retention for warranty violations.
• Employee retention/transfer agreements.
• Post-closing obligations (seller advising, non-compete).
• Heads of Terms or a Term Sheet is a non-binding summary that defines the main deal structure before preparing full agreements.

Due diligence (buyer checks)

Buyers will examine commercial, financial, tax, legal, and regulatory matters. Be transparent and proactive: reveal issues early, make documents straightforward, and have remediation plans ready where required.

Legal closing — documents and regulatory filings

Typical documents for a share sale in Nigeria:

• Share Purchase Agreement (SPA).
• Board resolutions and shareholder approvals. Under CAMA 2020, transfers of shares and approvals thereof must be properly executed and registered; the company registers the transfer in the register of members.
• Corporate Affairs Commission – Notifications and filing with the CAC (if required) and any sectoral regulator approvals (e.g., CBN for banks, NERC for power, NUPRC for oil).
• SIP (stamp duty) as required and tax clearance/clearance certificates as agreed.
• Engage corporate lawyers experienced in Nigerian M&A to draft, negotiate and make the required filings.

Post business sale: transition and cashing out

After closing:

• Ensure payment mechanism (wire, escrow release) is triggered.
• Assist with transition (handover of customers, licences, knowledge transfer).
• Make full statutory filings and update public registers.
• Plan personal tax and repatriation of proceeds (if repatriating funds abroad, comply with FX and repatriation rules at the time of sale).

Practical checklist (quick reference)

• Get professional valuation.
• Clean financials and tax returns.
• Bring CAC statutory books up to date and ensure CAMA compliance.
• Corporate Affairs Commission
  Appoint tax and legal advisers to model net proceeds and obligations.
• Prepare teaser, NDAs and a data room.
• Approach buyers or appoint broker/adviser.
• Negotiate Heads of Terms; draft SPA.
• Complete due diligence and close; file with CAC and regulators.
• Transition and collect proceeds.

Common pitfalls to avoid

• Underestimating tax costs — recent reforms in 2025 changed tax treatment for gains; don’t assume old rules apply. Get current tax advice.
• Poor documentation — messy statutory books or missing licenses kill deals or reduce price.
• Over-optimistic valuation — unrealistic asking price puts off buyers. Use comparable data or professional valuers.
• Ignoring regulatory approvals — some sectors require prior clearance (e.g., banking, telecoms, energy).

Selling your business in Nigeria in 2025 can be a great outcome if you prepare in advance, get professional valuation and tax advice, and negotiate a transaction to limit post-closing risk. The market is experiencing active M&A activity across sectors, but tax and regulatory changes this year make up-to-date, local knowledge essential. Start with a valuation and a trusted adviser (corporate lawyer + tax adviser + broker) — they will make a complex process a well-managed exit.

About Buy My Business Brokers

BuyMyBusiness is Nigeria’s leading business brokerage platform, connecting entrepreneurs, investors, and business owners for win-win outcomes. Whether you are looking to sell, buy, fund or franchise a business, we provide the ideal platform to preserve your legacy and unlock growth opportunities. We help businesses attract investors, funders, franchisees, distributors, and dealers, enabling seamless transitions and sustainable success.

Our services include helping you sell your business, helping you buy a business, helping you franchise your business, helping you acquire distributors and dealers, helping you get business representatives and agents, helping evaluate your business or carry out a business acquisition due diligence and helping you secure equity investors and partners in your business. Our business broker b2b platform is designed to enable you source for buyers and sellers of existing business and thus have a business win and foster your desired business legacy.

BuyMyBusiness Business Brokers Platform offers a wide variety of services in the business transaction field. Valuation services, transactional guidance and custom business searches are in our repertoire. As a business owner, you have spent years building your company to the point it is at today. If you are at the point where you are considering selling, that likely means you are profitable. While you have the know-how necessary to build a profitable company, you might not know how to sell it.