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
Under the Banks and Other Financial Institutions Act (BOFIA) 2020, any agreement to transfer a "significant shareholding" in a Nigerian bank needs the CBN's prior consent, and significant shareholding means beneficial ownership of 5% or more of paid-up share capital. A transfer made without consent is void unless the CBN later ratifies it, and offenders face penalties on conviction.
The rule in one line
If you, alone or through companies and nominees you control, want to own 5% or more of a Nigerian bank, the Central Bank of Nigeria (CBN) must agree first. BOFIA 2020, as summarised by Mondaq, defines significant shareholding as "the beneficial ownership of 5% or more of the paid-up share-capital" of a bank or other financial institution, and requires CBN consent for any agreement that transfers it.
KPMG's review of the Act places the rule in section 7: a bank needs the CBN's prior consent before any "change in control" or "transfer of significant shareholding in the bank". Without consent, the transaction is void unless the CBN ratifies it, and penalties apply on conviction.
The point of the rule is that a bank holds other people's money. The CBN wants to know, before the fact, who will be in a position to influence how deposits are lent, and to be able to refuse owners it does not consider fit and proper.
Why "beneficial" ownership matters
The test is who really owns the shares, not whose name is on the register. Shares held through a nominee, a trust or a chain of companies count towards the person who benefits. This is what stops a buyer from splitting a 12% stake across three companies at 4% each to stay under the radar.
Worked example
Example: a bank has 10 billion shares in issue. An investor already holds 300 million shares (3%) personally and a company she controls holds 250 million (2.5%). Her beneficial holding is 550 million shares, or 5.5%. Buying either block took her over the line, so the CBN's consent was needed before that purchase was agreed.
Who the CBN looks at
- Significant shareholders (5% and above): consent before acquiring the stake.
- Anyone taking control: consent before a change in control, whatever the percentage.
- Directors and management: KPMG notes section 47 extends CBN approval to appointments of management staff, alongside existing approval of directors.
- Holding companies: many banks now sit under listed holding companies, which are themselves licensed financial institutions; ownership is then traced through the holding company.
What happens when ownership goes wrong
Ownership rules also give the CBN tools when owners fail a bank. Under BOFIA 2020, as summarised by Mondaq, the CBN may acquire a failing bank's shares up to a level that guarantees control, transfer the business to private buyers, and as a last step revoke the licence. Penalties under the Act run up to ₦50 million per infraction.
Courts can also change ownership. In February 2025 the Federal Ministry of Information reported that a Lagos court had ordered the forfeiture of 6.3 billion Keystone Bank shares to the Federal Government, after which the bank described itself as fully government-owned.
How to find out who owns your bank
- Read the shareholding section of the bank's, or its holding company's, latest annual report: it lists shareholders above the disclosure threshold.
- For listed groups, check announcements on the Nigerian Exchange for changes in major holdings.
- For any acquisition you read about, look for a CBN approval statement; without one, the deal is not complete.
For context, see why banks became holding companies, the recapitalisation tracker and the history of Nigerian banking.
Questions people ask
How much of a bank can you buy without CBN approval?
Under BOFIA 2020, any transfer of 5% or more of a bank's paid-up share capital (significant shareholding) needs CBN consent, as does any change in control.
What happens if someone buys bank shares without CBN approval?
The transaction is void unless the CBN ratifies it, and penalties apply on conviction under BOFIA 2020.
Does 5% include shares held through companies?
Yes. The test is beneficial ownership, so shares held through companies, nominees or trusts count towards the person who ultimately benefits.
Can a foreigner own a Nigerian bank?
Foreign investors can hold bank shares, but the same consent rules apply at 5% and above, and BOFIA 2020 adds conditions for foreign banks. Check the CBN's current guidance for specifics.
Sources
- BOFIA 2020: what's new (Mondaq) · accessed Oct 2026
- BOFIA 2020 review (KPMG Nigeria) · accessed Oct 2026
- Keystone Bank share forfeiture release (Federal Ministry of Information, 13 Feb 2025) · accessed Oct 2026
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