Technology Importation into Nigeria: The Registrations, Regulators and Contract Terms that Matter

Introduction

Importing technology into Nigeria may involve distinct transactions: the purchase of physical equipment, licensing of intellectual property or software, procurement of technical services, or an investment of foreign capital. The regulatory requirements depend on the substance of the arrangement. Relevant processes may include NOTAP registration, foreign exchange documentation through an authorised dealer bank, customs clearance and sector-specific product approvals.

In this edition of TALP’s TechBrief, we set out the key registrations and approvals for importing technology into Nigeria, and the contract terms that protect you if a supplier does not deliver.

Key Registrations and Approvals for Technology Importation

The registrations and approvals below are listed broadly in the order in which they arise as a technology import transaction progresses:

• NOTAP Registration

Under the National Office for Technology Acquisition and Promotion Act (Cap. N62, Laws of the Federation of Nigeria 2004), agreements falling within the technology-transfer categories in section 4(d) are subject to registration with NOTAP. Section 5(2) provides for registration within 60 days from the execution or conclusion of the agreement. The registration process permits scrutiny of technology-transfer terms, including fees and restrictions affecting local capacity.

Who must register: Nigerian parties entering into foreign technology-transfer arrangements, including qualifying intellectual property licences, technical know-how, technical assistance, management services and other agreements within section 4(d). A straightforward purchase of finished equipment does not, simply by itself, constitute a registrable technology-transfer agreement. Any associated software, installation, maintenance, training or technical services arrangement should be assessed separately on its terms and substance.

Notably, NOTAP can refuse registration if the technology is already available locally, the price is out of line with the market, or the agreement contains restrictive terms, such as requiring the Nigerian party to buy equipment, spares or raw materials only from the supplier, restricting its exports, requiring it to assign its own improvements to the supplier, or requiring payment for technology that is not actually used.

• Certificate of Capital Importation (CCI)

Certificate of Capital Importation (CCI) is relevant where the foreign party makes a qualifying capital investment or extends a foreign loan to the Nigerian business, rather than where it simply sells technology or equipment. The applicable documentation and procedures may differ for cash and equipment contributions. Parties should arrange appropriate capital importation documentation through an authorised dealer bank and confirm the requirements for subsequent repatriation of eligible investment proceeds.

• Form M and Payments to the Foreign Supplier

Every importation of goods must be backed by a Form M (the electronic import declaration), processed through an authorised dealer bank before shipment. Note that the 2026 Foreign Exchange Manual has doubled the advance payment that may be made on imports, from 15% to 30% of the Free On Board (FOB) value. This makes it easier for Nigerian entities to meet foreign manufacturers’ deposit requirements, but it also doubles the amount at risk if the manufacturer fails to deliver (which is why the Advance Payment Guarantee is referenced in section 3 below).

Payments for registrable technology-transfer arrangements may require NOTAP documentation for foreign exchange remittance, depending on the agreement and applicable banking requirements. Payments to foreign technology providers may also give rise to withholding tax and VAT obligations, depending on the character of the payment, applicable tax legislation, subsidiary regulations and any relevant tax treaty. The contract should address tax allocation and any proposed gross-up provisions.

• Customs Clearance and Product Approvals

1. Nigeria Customs Service: Goods are declared and cleared under the Nigeria Customs Service Act 2023, using the Form M and the Pre-Arrival Assessment Report (PAAR), and import duties, VAT and levies are paid at clearance.
2. Standards Organisation of Nigeria (SON): Determine whether the imported product falls within the SON Conformity Assessment Programme (SONCAP) and whether any exemption or alternative product-specific regime applies. Where SONCAP certification is required, obtain the relevant documents in good time before shipment to reduce clearance delays and storage costs. .
3. Nigerian Communications Commission (NCC): Under section 132 of the Nigerian Communications Act 2003, communications equipment must be type-approved by the NCC before it can be sold or used in Nigeria. In September 2026, the NCC announced stronger enforcement through a Device Management System that registers SIM-enabled devices by their International Mobile Equipment Identity (IMEI) number; unregistered devices may be blocked from networks.
4. Sector regulators: Medical devices must be registered with the National Agency for Food and Drug Administration and Control (NAFDAC), and oil and gas equipment must meet Nigerian Oil and Gas Industry Content Development requirements.
5. Drones: The importation and operation of unmanned aircraft may trigger additional security, customs and aviation requirements. Importers should confirm any applicable ONSA End-User Certificate requirements and the relevant NCAA classification, registration and operational approvals under the Nigeria Civil Aviation Regulations. Purchasing a finished drone does not, without more, necessarily constitute a registrable technology-transfer arrangement for NOTAP purposes.

• Contractual Protections Against Non-Delivery

Suing a foreign manufacturer in its home country is slow and expensive. So, the best protections are the ones that get you money or security without having to win a lawsuit first. Here are the key terms to negotiate before you sign:

a. Letter of Credit (LC): Under an irrevocable documentary LC subject to the International Chamber of Commerce (ICC) Uniform Customs and Practice for Documentary Credits (UCP 600), payment depends on presentation of documents complying with the credit, rather than independent verification by the bank of the goods or their performance. For hardware purchases, consider specifying the following documents: :

1. a clean shipped-on-board bill of lading evidencing shipment to the agreed Nigerian port;
2. where practicable, an independent pre-shipment inspection certificate issued by a recognised third-party agency, such as SGS, Bureau Veritas or Intertek, confirming that the hardware, quantities, serial numbers and specifications conform to the contract, or a Factory Acceptance Test (FAT) certificate, preferably signed by the importer’s designated engineer and the supplier’s representative, confirming successful testing before dispatch; and
3. the commercial invoice.

Agree the precise documentary requirements and presentation deadlines with the issuing bank before opening the LC. Since banks examine documents rather than the goods themselves, the LC does not guarantee actual delivery or product performance. Subject to the supplier’s agreement, consider retaining part of the purchase price until delivery, installation and acceptance in Nigeria.

b. Advance Payment Guarantee (APG): Where a supplier requires a deposit before manufacturing or delivery, consider an APG covering the agreed advance amount. Depending on the transaction, this may be issued by an acceptable Nigerian bank or foreign bank, potentially supported by a counter-guarantee. Negotiate an irrevocable first-demand instrument, where appropriate subject to ICC URDG 758, with clear demand conditions, reliable authentication and an expiry period extending sufficiently beyond the relevant delivery or refund obligations. Recovery will still depend on the instrument terms and the issuing bank’s creditworthiness.

c. Performance Bond and Retention: A performance bond or demand guarantee can provide security for failures in installation, commissioning or other performance obligations. An amount in the range of 5% to 10% may be negotiated in some transactions, but the appropriate amount, duration and call conditions depend on the risks involved. Retaining part of the contract price until final acceptance can provide additional protection.

d. Insurance: The Nigerian Insurance Industry Reform Act 2025, signed on 5th August 2025, introduces requirements relevant to the local insurance of imported goods. Importers should therefore confirm the applicable requirements and ensure that cargo insurance is placed with a Nigerian-licensed insurer where required. Consider using Incoterms® rules published by the ICC, such as Free on Board (FOB), Free Carrier (FCA) or Cost and Freight (CFR), under which the buyer generally arranges cargo insurance, rather than Cost, Insurance and Freight (CIF) or Carriage and Insurance Paid To (CIP), under which the seller generally arranges insurance. The appropriate rule will depend on the mode of transport and the agreed allocation of risk.

e. Delivery, Acceptance and Liquidated Damages: Fix delivery dates, state when ownership and risk pass to you, and tie payments to factory and site acceptance tests rather than the calendar. Liquidated damages for delay, capped at a percentage of the price, give you a pre-agreed remedy. You should also be able to terminate for prolonged delay, recover what you have paid, call on the guarantees and source replacement technology at the supplier’s cost.

f. Software Protections: For software and technology services, negotiate a clear licence or subscription rights, service levels backed by service credits, an intellectual property infringement indemnity, and source code escrow that is released to you if the supplier becomes insolvent or stops supporting the product.

• Practical Implications for Importers

1. Plan Approvals into the Timeline: NOTAP registration, SONCAP certification, NCC type approval and, for drones, the ONSA End-User Certificate all take time, so build them into your project plan and make the supplier responsible for the documents it controls.
2. No Deposit Without Security: Before making a material advance payment, verify the current foreign exchange rules and negotiate proportionate protection, such as an advance payment guarantee, documentary credit structure or other suitable security.
3. Review the Supplier’s Standard Terms: Manufacturers’ standard contracts often exclude liquidated damages, cap liability at a fraction of the price and include restrictive clauses NOTAP will reject. Negotiate these before you sign.
4. Keep the Paper Trail: Your CCIs, Form Ms, NOTAP certificates, and customs and tax records are what get your suppliers paid, your profits repatriated and your costs deducted, and investors doing due diligence will expect to see them.

• Looking Ahead

Technology importation is not just a procurement decision. It is a regulatory, financial and contractual risk that must be managed from the outset. As Nigerian regulators strengthen compliance and enforcement, businesses need to plan for the approvals, documentation and payment requirements that apply to their transactions, while negotiating terms that protect them if a supplier fails to deliver.

The Takeaway: Secure regulatory approvals before they become a bottleneck, protect every advance payment, and make delivery, acceptance and performance enforceable contractual obligations. The objective is not merely to get the technology into Nigeria, but to ensure that you can lawfully deploy it, recover your investment if things go wrong, and keep it running for as long as your business needs it.