AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
When you close or sell a Nigerian business, notify the tax authority within 30 days, file final returns (within six months of ceasing, for a company) and deregister the Tax ID. A gain on the sale is taxed at 30% for companies that are not small, and the business must also be removed from the CAC register.
Ending a business, by selling it or by closing it, has a tax side that many owners leave until too late. The Nigeria Tax Administration Act 2025 sets deadlines for telling the tax authority, filing final returns and deregistering the Tax ID. The Nigeria Tax Act 2025 decides whether a gain on the sale is taxed. CAC has its own steps to remove the business from the register. This guide takes them in the order you will meet them.
Step one: tell the tax authority within 30 days
Section 10 of the Nigeria Tax Administration Act draws a line between pausing and stopping:
| Situation | What you must do | What happens to the Tax ID |
|---|---|---|
| Temporary stop (s.10(1)-(2)) | Notify intention to suspend registration within 30 days of stopping | Classified dormant and suspended; the same Tax ID is reissued if you restart (s.10(6)) |
| Permanent stop (s.10(3)-(4)) | Notify intention to deregister within 30 days of ceasing | Deregistered |
| Company wound up or dissolved (s.10(5)) | Liquidator deals with tax affairs | Deregistered or cancelled |
A sale is also a change of particulars. Section 9 requires notice within 30 days of a change, and lists the sale, liquidation, acquisition, take-over or merger of a business, with full details of the new owners, among the changes to report. Section 112 sets a penalty of ₦100,000 for the first month and ₦5,000 for each further month for failing to notify a permanent cessation.
Step two: final returns
Closing does not end filing; it triggers one last round.
- Company income tax. Section 11(4) requires a company that permanently ceases operation to file returns for the year of cessation and any outstanding returns. Section 11(5)(c) sets the deadline at six months from the date it permanently ceases trading.
- VAT. File the return for the final month by the 21st of the following month, as section 22 requires, including VAT on any stock or assets sold off in the closure.
- PAYE and withholding tax. Remit tax deducted from final salaries and supplier payments, and give staff and suppliers their records.
- Sole traders and partners. Your state return for the final year includes the business profit up to the closing date.
Missing a return still costs ₦100,000 plus ₦50,000 a month under section 101, closed business or not. Our guide to dormant company filing covers the pause option.
Step three: tax on the sale itself
How a business is sold changes who pays and what is taxed.
Selling the company's shares
The seller is the shareholder. PwC's Nigeria summary (reviewed 29 May 2026) says chargeable gains are now taxed as part of profit at the income tax rate, 30% for companies, and that for direct share disposals the exemption threshold is ₦150 million of disposal proceeds and ₦10 million of gain in any 12 consecutive months. An individual shareholder's gain is taxed at their personal income tax rates, according to PwC's June 2025 note. The company's own Tax ID and history stay with the company and pass to the buyer, including any unpaid tax.
Selling the business's assets
Here the company is the seller, and a gain on property, equipment or goodwill is a chargeable gain taxed with its profit. PwC's June 2025 note says small companies are exempt from capital gains tax, so a company still inside the ₦100 million turnover and ₦250 million fixed-asset tests may pay nothing on the gain. Section 22(7) of the Administration Act says supplies made solely because you are selling all or part of the business are left out when testing the small business VAT threshold.
Worked example (illustrative figures)
A company that is not small sells its warehouse for ₦180 million. It bought it for ₦120 million and spent ₦10 million on improvements and ₦5 million on sale costs. The gain is ₦180,000,000 − ₦120,000,000 − ₦10,000,000 − ₦5,000,000 = ₦45,000,000. Taxed at 30%, that is ₦13,500,000. If the same company met the small company tests in that year, the gain would be exempt.
Step four: protect the people in charge
Section 53 of the Administration Act says a liquidator must not distribute assets to shareholders without first providing for all tax the company may owe, including tax it deducted from others. If the liquidator does not, they are personally liable. Directors handling an informal closure should treat the rule the same way: settle tax before paying shareholders.
Step five: CAC
- Business name: CAC's 2022 operations checklist lists cessation of a business name on Form CAC/BN 7, with supporting documents such as partners' consent or a death certificate where relevant.
- Company: the same checklist lists striking off on Form CAC 13 under section 692 of CAMA 2020. A company that has traded, with assets or debts, generally needs a formal winding up instead; take legal advice.
- File any outstanding CAC annual returns first. See CAC annual returns.
Checklist
- Write to the tax office within 30 days of stopping or selling.
- File final VAT, PAYE and WHT returns and pay what is due.
- File the final company return within six months.
- Work out any chargeable gain and check the small company exemption.
- Settle all tax before distributions to shareholders.
- Complete CAC cessation, strike-off or winding up.
- Keep records for at least six years; section 31 still applies.
Where Pryme fits
Before you close a Pryme Business Account, generate a full statement, and a verifiable version through VerifyDoc.ai (receipts) if a buyer or tax officer will want proof that it has not been altered. Talk to us through contact about closing.
Questions people ask
How do I close my company's tax file with NRS?
Notify the NRS of your intention to deregister within 30 days of permanently ceasing business (section 10(3) of the Nigeria Tax Administration Act 2025), and file final returns within six months of cessation.
Is there capital gains tax on selling a business in Nigeria?
Yes, for companies that are not small: gains are taxed with profit at 30%, according to PwC. Small companies are exempt from CGT. Share disposals have an exemption threshold of ₦150 million proceeds and ₦10 million gain in 12 months.
Can I pause my business tax registration instead of closing?
Yes. Notify the tax authority within 30 days of a temporary stop; the Tax ID is marked dormant and suspended, and the same number is reissued when you restart.
Who pays the tax if a company is wound up?
The liquidator must provide for all tax before distributing assets, and is personally liable if they do not (section 53).
Sources
- Nigeria Tax Administration Act 2025 (gazette copy) · accessed Oct 2026
- PwC Worldwide Tax Summaries: Nigeria corporate income determination (reviewed 29 May 2026) · accessed Oct 2026
- PwC Nigeria: The Nigerian Tax Reform Acts, top 20 changes (June 2025) · accessed Oct 2026
- Corporate Affairs Commission: Operations Checklists 2022 · accessed Oct 2026
- Companies and Allied Matters Act 2020 (full text) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.