Discrepancies in Nigeria’s New Tax Acts: Grounds for Constitutional and Judicial Challenge
Introduction
On 26 June 2025, the President of the Federal Republic of Nigeria assented to four major tax reform statutes, viz.: the Nigeria Tax Act (NTA), the Nigeria Tax Administration Act (NTAA), the Nigeria Revenue Service Act (NRSEA), and the Joint Revenue Board Act (JRBA). These statutes are collectively described as the Tax Reform Acts. These enactments are primarily aimed at modernizing and consolidating Nigeria’s fragmented tax framework, strengthening administrative and enforcement powers, enhancing coordination between federal and subnational revenue authorities, broadening the tax base, and improving overall revenue efficiency. The reforms seek to streamline previously dispersed tax legislation, promote voluntary compliance, reduce jurisdictional conflicts within Nigeria’s federal fiscal structure, and align the country’s tax administration with contemporary global standards of transparency, certainty, and institutional accountability.[1]
Following presidential assent, controversy arose regarding the authenticity of the operative Act. Concerns were raised that the versions published in the Federal Government Gazette did not correspond in certain respects with the version debated and passed by the National Assembly. In response, the House of Representatives reportedly issued Certified True Copies (CTCs) of the bills as passed. At the same time, a “harmonised version” circulated in public discourse. The Chairman of the Nigeria Revenue Service publicly maintained that only one of the gazetted versions constitutes binding law.
Examination of the Various Discrepancies in the Tax Acts
It is important to state that allegations surrounding the discrepancies in the Tax Reform Acts of 2025 do not merely concern policy disagreement or interpretative ambiguity. Rather, they centre on claims that the text published in the Federal Government Gazette differs materially from the version passed by the National Assembly. If established, beyond the possible impact on the economy and policies, such discrepancies raise questions of legislative authenticity and constitutional validity. This development raises a more complex constitutional issue than the mere circulation of drafts. It presents a scenario in which the gazetted Act itself is alleged to differ from the version passed by the legislature. The legal question, therefore, extends beyond interpretative ambiguity; it touches on the integrity of the legislative process and the constitutional requirements for valid enactment.
Following the outcry by a Member of the House of Representatives, Abdulsamad Dasuki, who raised a matter of privilege during plenary session, alleging that the tax reform laws recently gazetted were not the same as those passed by the National Assembly. This caused the National Assembly to release the Certified True Copy of the laws passed by the National Assembly.[2] This revealed that the initial two versions of the same Act are currently in circulation: one released previously by the Federal Inland Revenue Service (FIRS) as the gazette tax laws, bearing a reference number “FGP 29/72025/5OO”, and the “Final Approved Copy” the version signed by both the Clerk of the National Assembly and President Bola Ahmed Tinubu, which was recently made public by the National Assembly. Incidentally, both copies claim to be published by the official gazette of the Federal Government Press. While the former “FGP 29/72025/5OO” lists the page range as A385-A597, the copy released by the National Assembly bearing the stamp “Final Approved Copy” lists the page range as A387-A596.[3] Almost at the same time, a “harmonised version” was also circulated in public discourse.
While the differences may seem subtle at a glance, a deep dive reveals material discrepancies that could redefine tax liabilities for millions of businesses. For instance, on Reporting Thresholds, under Section 29(1) of the Nigeria Tax Administration Act, while the Certified version by the National Assembly provided for a tax compliance reporting threshold of N50 million for individuals and N100 million for companies, one of the gazetted versions lowered the reporting thresholds for individuals to N25 million for individuals and N100 million from N250 million for companies. Also, under the gazetted version of the Act, a small company, which enjoys a 0% Companies Income Tax (CIT) rate, is defined as a business with an annual gross turnover of N50,000,000 or less. In a significant departure, the presidentially signed Final Approved Copy raises this ceiling to N100 million.
Another subtle but material difference lies in the taxation of “digital” vs. “virtual assets”. As Nigeria seeks to formalise its burgeoning digital economy, the terminology used to describe what is to be taxed is not so straightforward. In one of the gazetted versions, Section 4(1)(j) of the Nigeria Tax Act explicitly brings “profits or gains from transactions in digital or virtual assets” into the tax net. The Final Approved Copy, however, opts for the more concise “digital assets”. While “digital” is often used as a catch-all, the inclusion of “virtual” in one of the gazetted versions appears to cast a wider, more aggressive net over the crypto and blockchain space.
Another major discrepancy is the introduction of new subsections 41(8) and 41(9) in the Gazetted version,[4] which imposed a mandatory deposit of a certain percentage of the disputed tax sums as a condition for appealing decisions of the Tax Appeal Tribunal to the Federal High Court. These sections were not contained in the version passed by the National Assembly.
Furthermore, one of the gazetted versions contains an expanded Section 13 that provides detailed definitions for “financial technology” (fintech), “shared services”, and “labelled startups”. These technical definitions, intended to clarify the tax status of tech-driven services, are notably absent from the same section in the version signed into law by the President.
Also, one of the gazetted versions includes a critical addition by listing the “Taxes and Levies (Approved List for Collection) Act” as being repealed. The version released by the National Assembly and signed by the President does not include this Act in its list of repeals. This creates a legal grey area regarding which agency, federal, state, or local, has the authority to collect specific levies. If the Taxes and Levies Act remain in force (as the President’s signature suggests), many of the collection mandates assumed by the new Act could face constitutional challenges in court.
Further discrepancies were identified in Section 64 of the Nigeria Tax Administration Act, where one of the gazetted versions expanded the enforcement powers of tax authorities to include arrest through law enforcement agencies and the sale of seized assets without a court order. These powers, the committee said, were absent from the authentic legislative version.
The energy sector is not exempt from the confusion. In Section 86,[5] which governs decommissioning and abandonment funds for petroleum operations, one of the gazetted versions demands that licensees deposit a minimum of 30% of the fund with a Nigerian bank. The National Assembly version sets the threshold at 15%.
In Section 3(1)(b) of the Nigeria Tax Act, on the definition of federal taxes, the gazetted Act removed petroleum income tax and Value Added Tax from the list of taxes under federal administration, contrary to the version passed by the National Assembly. Similarly, Section 39(3) of the gazetted Act unlawfully mandated tax computations for petroleum operations in US dollars, whereas the version passed by lawmakers prescribed computation in the currency of the transaction.
There are also concerns about alterations in the Nigerian Revenue Service (Establishment) Act, particularly Sections 30(1)(d) and 30(3), which relate to parliamentary oversight. The version passed by the National Assembly empowered parliament to summon the revenue service, demand reports, and enforce accountability through quarterly and annual reporting, but the same is not contained in the Gazetted version.
These discrepancies have, in effect, generated more uncertainty amongst stakeholders, tax practitioners, and members of the public. In the midst of several outcry, the Chairman of the Nigeria Revenue Service publicly maintained that only one of the gazetted versions constitutes binding law. However, there seems to be confusion as to which of the gazetted versions to use.
Having spotted the discrepancies in the various versions of the Tax Acts, it is imperative to examine the legislative process and the constitutional requirements for a valid enactment.
Constitutional Framework: Legislative Authority and Authenticity of Statutes
Under the 1999 Constitution of the Federal Republic of Nigeria (as amended) (hereinafter referred to as “the Constitution”), the doctrine of separation of powers is structurally embedded within Sections 4, 5 and 6 of the Constitution. Whilst Legislative power belongs exclusively to the National Assembly,[6] Executive power is vested in the President[7] and judicial power is vested in the courts.[8]Section 4 clearly confers upon the legislature the authority to make laws for the peace, order, and good government of the Federation.[9]
By the combined provisions of Section 1(1) & (3) of the Constitution, the Constitution is entrenched as the supreme Ground norm upon which all other legislations must derive its validity, and any other law inconsistent with the provisions of the Constitution is rendered null and void to the extent of its inconsistency.[10] It therefore follows that legislative validity depends upon strict compliance with constitutional procedure.
Pointedly, Section 58 of the Constitution prescribes the procedure for enacting federal legislation. The starting point is that a bill must be passed by both Houses, harmonised where necessary, and presented to the President for assent. Only upon assent does it become Law.[11] Publication in the Federal Government Gazette serves as formal promulgation and public notice.
The Supreme Court has repeatedly affirmed that constitutional procedures regulating legislative power are mandatory. In Attorney-General of Abia State v Attorney-General of the Federation, the Court emphasised that constitutional requirements are binding conditions precedent to legislative validity.[12] Failure to comply renders the enactment susceptible to invalidation and nullity by virtue of Section 1(3) CFRN.
Also, the rule of law requires clarity, predictability, and accessibility of legislation. Tax law, in particular, demands high certainty because it directly affects proprietary rights, commercial planning, contractual risk allocation, and investment modelling.
The Supreme Court in INEC v Musa held that statutes inconsistent with constitutional standards are liable to be struck down.[13] The Court’s reasoning reinforces the principle that legality and certainty are essential to constitutional governance. Also, it is important to state that Tax statutes are interpreted strictly. Thus, in FBIR v Halliburton (WA) Ltd,[14] .The Court of Appeal reiterated that tax liability must be imposed by clear and unambiguous statutory language, as any ambiguity is resolved in favour of the taxpayer.
Ordinarily, one of the gazetted versions of an Act is treated as conclusive evidence of the content of the law. Courts rely upon the gazetted statute as the authoritative Act. However, where a credible allegation arises that one of the gazetted versions materially differs from what was passed by the legislature, a deeper constitutional question emerges: whether the published Act accurately reflects the legislative will.
If discrepancies exist between the passed bill and the gazetted Act, the issue potentially implicates the separation of powers. The executive’s constitutional role is limited to assent and publication. It does not extend to substantive alteration of legislation. Any material deviation from what was passed by the National Assembly could raise questions about constitutional validity.
Where the authenticity of the governing Act itself is questioned, uncertainty exceeds ordinary statutory ambiguity. It becomes a matter of constitutional process. Taxpayers cannot reliably structure transactions if doubt persists as to whether the gazetted statute accurately reflects legislative intent. Such uncertainty heightens litigation risk and may affect economic confidence. Until judicially determined otherwise, however, the gazetted Act remains operative and enforceable. Courts generally presume regularity in legislative and executive acts.[15] Section 169 of the Evidence Act provides for the presumption of regularity being a legal principle assuming that public officials and government agencies properly perform their duties, follow established procedures, and act in good faith. It dictates that official actions are considered valid unless clear, contradictory evidence proves otherwise. Courts generally presume regularity in official acts, including legislative processes. However, this presumption is rebuttable upon cogent evidence such as production of Certified true copies of the version passed by each House; Legislative journals or voting records, the assented version, the gazetted text; and Evidence demonstrating material divergence.
It is important to note that minor clerical errors may not invalidate legislation. However, substantive alterations affecting rights, liabilities, or institutional powers may suffice to rebut the presumption of regularity.
Judicial Interpretation, Role of Courts, and the Limits of Administrative Clarification
By virtue of Section 6 of the Constitution, all judicial powers are vested in the Courts. Nigerian courts exercise the function of interpretation of statutes, and particularly for tax statutes, the court has a duty to interpret tax statutes strictly. See Kwara State Polytectnic Ilorin & Ors v Saliu & Ors.[16] It therefore follows that Liability must be clearly imposed by the enacted Act. Neither administrative agencies nor taxpayers may extend liability beyond the statutory language. See Lakanmi v Attorney-General (Western State) (supra), where the Supreme Court affirmed that governmental powers are limited by constitutional boundaries and subject to judicial review. Thus, if ambiguity exists within the enacted law, courts traditionally resolve it in favour of the taxpayer.
However, administrative statements, whether from the Nigeria Revenue Service or other authorities, cannot cure constitutional defects or amend an Act. Similarly, Certified True Copies issued by the legislature, while evidentially significant, do not automatically displace the gazetted Act in practical enforcement unless the discrepancy is formally corrected or judicially pronounced upon.
However, where the gazetted copy differs from the version passed, affected parties may seek judicial review to determine which Act reflects the validly enacted law. Pending such determination, enforcement authorities are likely to rely on one of the gazetted versions as prima facie authoritative.
The controversy extends beyond fiscal policy. It implicates legislative integrity, democratic accountability, and constitutional governance. If courts decline to scrutinise credible allegations of statutory alteration, institutional precedent may be set for informal modification of enacted laws. Conversely, judicial overreach without substantiated evidence could destabilise fiscal administration. The judiciary’s constitutional responsibility is to preserve fidelity to the Constitution while maintaining institutional equilibrium is therefore imperative in view of the existing discrepancies.
Disruption of the Certainty Principle in Modern Nigerian Tax Legislation
Beyond the procedural and constitutional concerns, the present uncertainty undermines some of the classical canons of taxation which underpin any sound fiscal system. Adam Smith’s foundational principles of certainty, equity, convenience, and economy remain deeply relevant in modern tax jurisprudence. Of particular importance is the canon of certainty, which requires that the amount of tax, the time of payment, the manner of payment, and the person liable must be clear and not arbitrary. Where multiple versions of the same statute circulate, with material differences affecting thresholds, definitions, enforcement powers, and appeal conditions, the certainty principle is fundamentally compromised. Likewise, the canon of equity (or fairness), which demands that taxpayers in similar circumstances bear similar burdens, is jeopardized where liability depends on which version of the statute is applied. The canon of convenience is also affected, as compliance becomes administratively burdensome when taxpayers cannot confidently determine their statutory obligations. Finally, the canon of economy requiring efficient collection without unnecessary compliance cost is undermined by heightened litigation risk, advisory uncertainty, and increased compliance expenditure. In this regard, the discrepancies in the Tax Reform Acts do not merely raise constitutional questions; they strike at the foundational principles upon which coherent and legitimate taxation must rest.
Conclusion
The emergence of discrepancies between the gazetted copy of Nigeria’s Tax Reform Acts and the version reportedly passed by the National Assembly raises serious constitutional and practical concerns. While the assented and gazetted Act presently enjoys presumptive validity and enforceability, allegations of material deviation engage foundational principles of legislative authority and separation of powers.
For tax consultants and legal advisers, the principal risk lies in professional liability arising from reliance on an incorrect or contested version of the statute. For taxpayers, exposure includes assessments, penalties, compliance defects, and financial reporting uncertainty. For corporate institutions, governance and strategic risks are significant, particularly where major transactions depend on the contested statutory provisions.
Legal certainty in taxation is indispensable. Where doubt exists as to the authenticity of a statute, risk multiplies across the advisory, compliance, and institutional spectrum. Until formal clarification is achieved, prudence, documentation, and explicit risk disclosure remain essential safeguards.
For further advice, parties may contact Explorers Legal Practitioners for specialized assistance on Constitutional interpretations, legal tax compliance strategy, and regulatory risk management.
[1] Preamble- Nigeria Tax Act 2025; Nigeria Tax Administration Act 2025; Nigeria Revenue Service Act 2025; Joint Revenue Board Act 2025.
[2] https://www.premiumtimesng.com/news/headlines/851571-how-fg-allegedly-altered-tax-reform-laws-passed-by-national-assembly-reps-panel.html
[3] https://businessday.ng/opinion/article/one-law-two-scripts-navigating-the-material-discrepancies-in-the-nigeria-tax-act-2025/
[4] Nigeria Tax Administration Act.
[5] Nigeria Tax Act.
[6] Section 4 1999 Constitution of the Federal Republic of Nigeria (as amended) (CFRN)
[7] Section 5 CFRN
[8] Section 6 CFRN
[9] Section 4 1999 CFRN.
[10] Section 1 CFRN
[11] Section 58(1)-(5) CFRN
[12] (2002) 6 NWLR (Pt 763) 264 (SC)
[13] (2003) 3 NWLR (Pt 806) 72 (SC).
[14] (2016) 4 NWLR (Pt 1501) 53 (CA).
[15] See Lakanmi v Attorney-General (Western State) (1971) 1 UILR 201 (SC).
[16] (2012) LPELR – (CA)