The persons with significant control register is now an enforcement instrument

Section 119 of the Companies and Allied Matters Act 2020 introduced an obligation most Nigerian companies treated as a formality: disclose the persons who ultimately own or control the company, and keep that disclosure current. For the first years of the regime the practical consequence of ignoring it was nothing at all.

That has changed. The register is now searchable, it is being cross-referenced against filings made to other agencies, and the gap between what a company has told the Commission and what it has told its bank is a gap somebody can now find.

What the obligation actually requires

The duty runs in both directions. A person who acquires significant control must notify the company within seven days. The company must then update its register and file with the Commission. Significant control is not only shareholding: it captures the right to appoint or remove a majority of directors, and it captures control exercised through arrangements that do not appear on the share register at all.

The second limb is where most Nigerian groups are exposed. Nominee arrangements, family holding structures and undocumented side agreements all create control that the share register does not show, and the obligation attaches to the reality rather than to the paperwork.

Where the exposure sits

Three situations recur in the work we see.

The first is the dormant subsidiary. A group updates the register for its trading entities and forgets the holding companies, which are frequently the entities where the ultimate control actually sits.

The second is the deceased shareholder. Control passes on death, the estate takes months or years to administer, and nobody files. The register continues to name a person who cannot exercise control and does not name the personal representatives who can.

The third is the post-transaction lag. A share transfer completes, the parties file the return of allotment, and the significant control update is never made because it is a separate filing that nobody was allocated.

What to do about it

Reconcile the register against the actual control position rather than against the last filing. That means reading the shareholders agreement and any side letters, not only the share register. Where control is exercised through an arrangement rather than through equity, it still has to be disclosed.

Then fix the process. The filing obligation is triggered by an event, not by a calendar, so a company that reviews the position annually will be late every time an event falls between reviews.

Companies that correct their position voluntarily are in a materially better place than companies that are asked to explain a discrepancy.