On 21 July 2026, the Nigerian Upstream Petroleum Regulatory Commission (“NUPRC” or the “Commission”) concluded the commercial bid phase of its 2025 Oil and Gas Licensing Round, awarding 37 of the 50 blocks on offer to 31 successful companies drawn from a field of 143 pre-qualified bidders who submitted approximately 200 bids. The round, conducted under the framework of the Petroleum Industry Act 2021 (“PIA”), is expected to generate signature bonuses of between US$111 million and US$259 million for the Federation, based on the disclosed per-block bonus range set by the Minister of Petroleum. What has drawn the closest attention from industry observers, however, is not the value of the awards but their composition: the successful bidders were overwhelmingly Nigerian-owned or Nigeria-based firms, while established international oil companies (“IOCs”) such as Shell, TotalEnergies, ExxonMobil, Eni and Equinor were notably absent from the final list of winners. This briefing examines the legal significance of that shift. It considers the regulatory and commercial drivers behind the indigenisation of upstream acreage, the practical financing and “bankability” questions it raises for the new class of licence holders, and most importantly for boards and investors navigating this landscape, the beneficial ownership disclosure obligations that now attach to every Nigerian oil and gas licence, and why those obligations have become central to managing legal and reputational risk in the sector.

1.     A STRUCTURAL SHIFT: FROM ONE-OFF AUCTIONS TO A RULES-BASED BID REGIME

The 2025 Round was the second consecutive annual competitive licensing exercise conducted under the PIA, following the 2024 round, and represents a deliberate policy choice to institutionalise regular, rules-based bid rounds after a period in which major licensing exercises were often separated by many years. Fifty blocks were offered across seven sedimentary basins, including the Niger Delta onshore, shallow water and deep offshore acreages, and frontier basins such as the Anambra, Benin and Chad basins and the Benue Trough, with the process running from the announcement in November 2025 through registration, prequalification and, finally, the commercial bid conference in July 2026. At that conference, the NUPRC’s Chief Executive, Mrs Oritsemeyiwa Eyesan, stressed that the highest financial bidder would not automatically win a block; technical competence, work programme quality and financial capability were weighted alongside signature bonus offers in an automated scoring system. That hybrid methodology, in itself, is a departure from a pure cash auction and helps explain the outcome: several IOCs that might otherwise have relied on balance-sheet strength alone did not feature among the winners, while indigenous companies with strong technical bids and local operating track records prevailed.

2.     THE BANKABILITY QUESTION: PROJECT FINANCE AND LEGAL HURDLES FOR INDIGENOUS LICENSEES

Winning a licence is, as several bidders candidly acknowledged after the conference, only the beginning. Successful bidders must satisfy post-award conditions; including payment of signature bonuses within 90 days of receiving an offer letter, failing which the award lapses and passes to one of four ranked reserve bidders generated automatically for each block. For indigenous entrants without the balance-sheet depth of an IOC, meeting that timeline, and subsequently financing the exploration and development work programme itself, is a genuine legal and commercial hurdle. These funding constraints have significant transactional and regulatory implications. To satisfy the post-award financial obligations and subsequently finance exploration and field development, many indigenous licensees will inevitably need to raise external capital through reserve-based lending, farm-out arrangements, joint venture financing or private equity participation. Each financing route carries its own legal, regulatory and structuring considerations under the Petroleum Industry Act 2021.

These funding constraints carry real transactional friction. A reserve-based lender or private equity investor will typically want step-in rights or control features that function as de facto control long before crossing a formal shareholding threshold, while the PIA’s change-of-control regime is calibrated to catch exactly that. A financing package that is entirely conventional by international standards can still trigger a notification obligation to the Minister or NUPRC that a foreign investor does not expect, which is why ownership and control analysis needs to happen before the financing is signed, not after.

3.     BENEFICIAL OWNERSHIP: THE LEGAL BACKBONE OF THE NEW REGIME

The indigenisation of licence ownership makes the question “who really owns this asset?” more, not less, important. Nigeria has built a comparatively robust statutory framework to answer that question, and the 2025 Round brings it squarely into focus.

1. Company-level disclosure under CAMA 2020: Sections 119 and 120 of the Companies and Allied Matters Act 2020 require every company and limited liability partnership, public or private, to disclose particulars of “persons with significant control” to the Corporate Affairs Commission (“CAC”). Section 868 defines a person with significant control to include anyone who, directly or indirectly, holds at least 5% of a company’s shares or voting rights, or who otherwise exercises significant influence over it. The Persons with Significant Control Regulations 2022 operationalise this regime, and the CAC maintains a central, publicly searchable register of beneficial owners.
2. Sector-specific disclosure under the PIA: The PIA goes further for upstream assets specifically: it mandates NUPRC to keep public registers not only of the licences, leases, permits and authorisations it issues, but of the beneficial ownership attached to them. This makes beneficial ownership disclosure a condition of the licence itself, not merely a general corporate filing obligation.
3. Sectoral verification through the Nigeria Extractive Industries Transparency Initiative (NEITI): This Initiative has independently maintained a beneficial ownership register for extractive licences since 2019, pursuant to the Extractive Industries Transparency Initiative Standard, and by 2023 had published ownership data covering 232 extractive licences representing the substantial majority of sector revenue. NEITI’s role gives the framework an additional layer of independent, sector-focused scrutiny beyond the CAC and NUPRC registers, and its data is used to reconcile company disclosures against actual production and revenue flows.

Notably, the finding that these IOCs did not win blocks is drawn from bidder names, not from beneficial ownership data NUPRC has not yet published — which is close to the exact problem this framework exists to solve.

Figure 1 (Comparison Table)

Taken together, these three layers of disclosure exist precisely because indigenisation, without transparency, carries a recognised legal risk: the use of nominee shareholdings or complex corporate structures to obscure the identity of an asset’s ultimate owner. A licence held through an undisclosed or misstated beneficial ownership chain does not merely expose the ultimate owner to CAC penalties; it exposes the licence itself, and any lender or joint venture partner relying on it as security or collateral, to the risk that the underlying disclosure was defective. This is a risk that only becomes visible through diligence against the registers described above. This points to a practical discipline rather than a theoretical one: beneficial ownership filings should be treated as a live compliance obligation from the moment a bid is submitted, not a formality completed once and forgotten.

4.     PRACTICAL IMPLICATIONS FOR LICENSEES AND INVESTORS

1. Diligence at entry: Counterparties, lenders and joint venture partners engaging with a 2025 Round licensee should verify the licensee’s CAC beneficial ownership filing and cross-check it against the NUPRC and NEITI registers before committing capital or entering into farm-in arrangements. For foreign investors specifically, this diligence should be a precondition of any farm-in or financing term sheet, not a step taken after commercial terms are agreed.
2. Change-of-control discipline: Where financing structures introduce new equity or voting control at or above the relevant thresholds, licensees must promptly update their CAC filings and consider whether the PIA’s change-of-control provisions require notification to, or consent from, the Minister or NUPRC.
3. Timeline compliance: The 90-day post-award window for signature bonus payment and satisfaction of other conditions is strictly enforced, with automatic escalation to reserve bidders on default; licensees should have financing and governance approvals substantially in place before, not after, the offer letter is issued.
4. Governance readiness: Newer indigenous entrants should ensure their internal corporate governance and reporting infrastructure can sustain the ongoing disclosure obligations attached to holding a PIA licence, which are more demanding than those attached to an unlicensed Nigerian company.

5.     OUTLOOK

President Bola Tinubu has already approved the commencement of a 2026 Licensing Round, in which the 13 blocks that failed to attract bids in 2025, concentrated in the frontier basins, are expected to feature again. Commentary following the 2025 Round has also called for NUPRC to publish its detailed evaluation criteria and post-bid scoring, on the view that doing so would strengthen confidence in outcomes where relatively unknown companies emerge ahead of established industry players. Whether or not that additional transparency materialises, the beneficial ownership framework already in place under CAMA, the PIA and NEITI gives Nigeria and the firms operating within it a credible, existing legal mechanism to ensure that the shift toward indigenous ownership translates into genuine, accountable Nigerian participation in the upstream sector, rather than a re-run of past opacity under a new name. With the 2026 Round already approved, prospective bidders eyeing the unbid frontier blocks should attend to three things now, well ahead of any offer letter:

1. commission a beneficial ownership and governance audit so your CAC and (where applicable) NUPRC filings are clean before you submit a bid, not after;
2. line up financing in principle i.e reserve-based lending, farm-out or equity so the 90-day post-award clock is not the first time that conversation happens and
3. map any prospective investor’s step-in or control rights against the PIA’s change-of-control notification triggers before those terms are agreed not after signing.

The firms best placed to win will be those that are bid-ready before the offer letter lands: those with financing lined up, governance structures tested, and beneficial ownership filings clean across all three registers.

Allen & Brooks advises indigenous and international clients on licence bids, farm-in and financing structures and CAC/NUPRC/NEITI compliance across the upstream sector.

Sources

1. Indigenous Firms Dominate Oil Block Winners as Federal Govt Targets $259m Signature Bonuses, Leadership Newspaper (23 July 2026)
2. NUPRC awards 37 oil blocks, warns against delays, Punch Newspapers (22 July 2026).
3. Damilola Aina, “Oil block bidding: Inside Nigeria’s seven-hour transparency test,” Punch Newspapers (24 July 2026).
4. Nigeria Returns 13 Oil Blocks After 196 Firms Qualify for Commercial Bid, Premium Times (22 July 2026).
5. 31 firms win 37 oil, gas blocks in Nigeria’s 2025 Licensing Round, EnviroNews Nigeria (22 July 2026).
6. Indigenous Firms Dominate NUPRC Oil Block Licensing as Nigeria Targets $259 Million Bonus, Streamline Feed (23 July 2026).
7. Companies and Allied Matters Act 2020, ss. 119, 120, 868 (full text via ICNL); Persons with Significant Control Regulations 2022.
8. Petroleum Industry Act 2021, functions of the Nigerian Upstream Petroleum Regulatory Commission, including maintenance of public registers of beneficial ownership (full text via NUPRC / NGFCP).
9. Nigeria Extractive Industries Transparency Initiative, Beneficial Ownership Portal.