By Lummina Law Firm
20 August 2026
Practical perspective for the decisions ahead.
Two energy companies agree on the transfer of an interest in a Nigerian petroleum asset. The SPA is signed. The commercial terms are settled. But one critical approval is outstanding:
MINISTERIAL CONSENT
Without the required regulatory approval, the transaction may not be capable of completing lawfully.
WHY DOES CONSENT MATTER?
Under Section 95 of the Petroleum Industry Act 2021 (PIA), the holder of a Petroleum Prospecting Licence or Petroleum Mining Lease requires the prior written consent of the Minister before assigning, novating or transferring the licence, lease or an interest in it. This is a statutory requirement—not merely a contractual closing formality.
WHO IS INVOLVED?
The process involves two key regulatory actors:
NUPRC Reviews the proposed transaction and makes the relevant recommendation.
MINISTER OF PETROLEUM RESOURCES
Has the statutory authority to grant consent. The transaction therefore requires more than agreement between the parties.
WHAT DOES NUPRC LOOK AT?
Regulatory review may cover the proposed transferee's: Technical capability Financial capacity Legal and regulatory compliance Experience and reputation Ability to meet applicable petroleum-sector obligations A purchaser therefore needs more than sufficient funds to acquire the asset. It must also be an acceptable regulatory counterparty.
THE 2024 REGULATIONS
The process is further governed by the: Nigerian Upstream Petroleum (Assignment of Interests) Regulations, 2024 The Regulations provide a more detailed framework for transactions involving: Assignments Transfers Novations Changes of control Related interests in upstream petroleum assets Regulatory due diligence must therefore begin before signing—not after.
WHAT ABOUT THE TIMELINE?
The current framework contains statutory timelines around the consideration of applications and provides for deemed approval in specified circumstances where the applicable requirements have been satisfied and the regulator fails to communicate a refusal within the prescribed period. But: Do not treat the expiry of a timeline as an automatic green light. The application must be complete, the statutory conditions must be satisfied, and the particular transaction must fall within the relevant provision.
CAN THE PARTIES CLOSE WITHOUT CONSENT?
This is where transaction structuring matters. Where prior consent is legally required, the SPA should clearly address: Consent as a Condition Precedent Long-stop Date Responsibility for the application Regulatory costs Risk of refusal Termination rights Consequences of delay A signed agreement does not eliminate the regulatory approval requirement.
THE REAL DEAL RISK
The biggest mistake is treating Ministerial Consent as: “Paperwork to be handled after signing.” It is not. A regulatory refusal or delay can affect: Closing Financing Valuation Completion timetable Transaction certainty Exit rights Regulatory risk is transaction risk.
THE TAKEAWAY
Before signing an upstream petroleum M&A transaction, ask:
WHO MUST APPROVE THE DEAL? WHAT CONDITIONS MUST BE SATISFIED? HOW LONG CAN APPROVAL TAKE? WHO BEARS THE REGULATORY RISK? WHAT HAPPENS IF CONSENT IS REFUSED? MINISTERIAL CONSENT IS NOT PAPERWORK.
It can determine whether the transaction closes at all.
