Written by
Iliya Ashom
Managing Partner
The persons-with-significant-control register has consequences beyond the CAC portal. Where non-disclosure surfaces in financing and due diligence.
Discuss this matter →The persons-with-significant-control register is treated by many companies as a portal formality. Its consequences are felt somewhere else entirely: in financing, in transactions, and in the due diligence that precedes both.
What the obligation actually requires
A company must identify every person who holds significant control, whether through shareholding, voting rights, the ability to appoint or remove directors, or the capacity to exercise significant influence by any other means. That last limb is the one most often ignored. Control exercised through a nominee, a trust, a shareholders' agreement or an informal family arrangement is disclosable, and the absence of a shareholding is not an answer.
The register must be maintained internally as well as filed. A company that filed once at incorporation and has since changed hands is not compliant.
Where non-disclosure surfaces
Rarely as a regulatory penalty. Almost always in one of these settings.
Bank onboarding, where an incomplete register stalls account opening or facility drawdown
Due diligence on a share sale, where the buyer's counsel finds a gap and prices the risk
Public procurement, where beneficial ownership declarations are now routinely required
Correspondent banking review, where a foreign counterparty cannot verify ultimate ownership
A register that is wrong is not a filing problem. It is a warranty problem, and warranties are expensive.
The nominee arrangement
A substantial number of Nigerian companies hold shares through nominees for reasons that are entirely legitimate: succession planning, privacy, regulatory eligibility. Nominee structures are not unlawful, but the beneficial owner behind them is disclosable. The correct approach is a written nominee declaration and accurate disclosure, not silence. Silence converts a lawful arrangement into an apparent concealment, which is a far worse position to explain later.
What to do
Reconstruct the register from first principles: list every route to control, not merely the shareholder list. Where a trust or nominee sits in the chain, follow it to the natural person. File the correction now, at the cost of an amendment, rather than during a transaction, at the cost of a discount.
This note is a general commentary on the law as at the date of publication. It is not legal advice and should not be relied upon in place of advice on your own facts. For guidance on a specific matter, speak to one of our lawyers.
