Is Gaming Licence Transferable in Nigeria? - THISDAYLIVE

Adick Joshua Adick raises an important question: can an existing gaming licence be transferred, acquired or otherwise utilised as part of a structured market-entry transaction? Then proceeds to give a broader answer that addresses the concerns of investors, international operators and existing market participants, while pointing them to the applicable regulatory framework and approval of the relevant gaming authorities as Nigeria’s gaming industry enters a more sophisticated phase

The possibility of transferring an existing gaminglicence creates an important avenue for investment, mergers and acquisitions, restructuring and consolidation within Nigeria’s gaming sector. It also presents an opportunity for investors to consider market-entry strategies beyond the traditional process of establishing a new operating entity and commencing a fresh licensing application.

The Lagos State Lotteries and GamingAuthority Law, 2021 provides one of the clearest statutory frameworks for transferring a gaminglicence in Nigeria. Section 45 of the Lagos State Lotteries and GamingAuthority Law 2021 states, “A person desiring to obtain a transfer of a licence issued under this Law shall apply for the transfer with the consent of the holder of the licence.”

The provision further empowers the Lagos State Lotteries and GamingAuthority (LSLGA) to transfer a licence from one licensee to another upon an application in the prescribed form and payment of the applicable fees. The provision is significant because it expressly contemplates a regulatory process through which an existing licence can move from one licensee to another. It therefore provides a statutory basis for transactions in which an investor may seek to acquire an existing licensed gaming operation, subject to regulatory approval.

Section 45 also provides important procedural protections. Where the LSLGA refuses an application, it is required to state the grounds for refusal, while the applicant is entitled to remedy defects in its application within 30 days of the refusal. The Authority may also request additional information where it considers such information necessary in determining the application.

One of the most significant provisions prospective investors must consider is the treatment of the existing licensee’s liabilities upon a licencetransfer, as the licensee’s liabilities shall be transferred to the applicant.This provision has significant commercial implications. A prospective transferee is therefore not simply acquiring the benefit of the existing gaminglicence. Subject to the operation of the statutory provision, the transferee may also assume the liabilities attached to the existing licensee. This makes due diligence an essential component of any proposed licence-transfer transaction.

Once the application has been approved, the Authority shall cause the name of the licence holder to be changed on the licence and in the records of the Authority. This approach is not limited to Lagos, as similar provisions appear in other states’ gaming laws. For example, the Enugu State Gaming and Lottery Commission Law, 2025 contains a similar statutory provision, showing that licence-transfer mechanisms are also emerging in other state gaming regulatory frameworks.

It is important to distinguish between a commercial transaction involving an existing gaming business and the regulatory transfer of a gaminglicence. A gaminglicence is a regulatory authorisation issued by a competent authority following an assessment of the licensee. It is therefore not an ordinary commercial asset that can simply be assigned between private parties without regulatory intervention.

In practice, an existing licensee and an investor may agree on the commercial terms of a proposed transaction. However, where the transaction involves the transfer of the licence itself, the approval of the relevant gaming regulator remains critical.

The regulatory position across jurisdictions should therefore be assessed independently. The fact that a transfer is permissible in one jurisdiction does not automatically mean that the same transaction can be implemented in another jurisdiction without satisfying that jurisdiction’s specific requirements.

For international gaming companies and investors considering Nigeria, the traditional market-entry model has generally been: incorporation → licensing → operational set-up → launch. Licence transfers potentially introduce another route: identify existing licensed operator → conduct due diligence → structure acquisition/transfer → obtain regulatory approval → complete transaction.

This does not mean that acquiring an existing licence will always be preferable to applying for a new one. Rather, it gives investors an additional transaction structure to evaluate. An investor may, for example, explore the acquisition of an existing licensed gaming company or negotiate with an existing licensee for the transfer of its licence, where permitted by the applicable regulatory framework.

This could be particularly relevant where the existing operator already possesses a licence covering the investor’s intended gaming activity and jurisdiction.

The attractiveness of acquiring an existing licensed business should not obscure the importance of comprehensive due diligence. An investor considering such a transaction should investigate, at a minimum: the validity and status of the gaminglicence, the duration and renewal status of the licence, the specific gaming activities covered by the licence, outstanding regulatory fees and obligations, tax liabilities, regulatory compliance history, pending investigations or enforcement proceedings, litigation involving the licensee, player and customer-related liabilities, AML/KYC compliance, responsible gaming obligations, data protection compliance, corporate ownership and beneficial ownership, existing commercial contracts, outstanding financial obligations and any restrictions or conditions attached to the licence.

The Lagos framework makes this exercise particularly important because of the statutory provision transferring the liabilities of the existing licensee to the applicant following an approved transfer. An investor should therefore avoid viewing the transaction as merely the acquisition of a licence. The real transaction may involve the acquisition of a regulated business with an existing compliance history and potentially inherited liabilities.

As the Nigeriangaming market matures, licence transfers may increasingly become relevant to mergers and acquisitions. Existing operators may wish to exit the market, consolidate operations, restructure ownership, or transferlicences as part of a wider corporate transaction. Conversely, investors may see value in acquiring an existing licensed platform rather than starting the regulatory process from the beginning.

However, the transaction structure must be carefully considered. Depending on the relevant jurisdiction and regulatory framework, parties may need to distinguish between: an acquisition of the shares of a licensed company, an acquisition of the assets or business of a licensed operator, a direct transfer of a gaminglicence, a change in ownership or control of the licensee and a commercial partnership with an existing licensee.

Each structure can produce different regulatory, tax, corporate and compliance consequences. Accordingly, regulatory structuring should form part of the transaction planning from the outset rather than being treated as a post-transaction issue.

For investors, one of the most interesting developments is the possibility of treating existing licensed operators as potential acquisition or investment targets. An investor seeking to enter Nigeria’s gaming market can therefore consider two broad strategies. The first is the greenfield approach: establish an entity, develop the operating infrastructure and apply for the relevant licence.

The second is the existing-platform approach: identify an existing licensed operator, conduct comprehensive due diligence and explore an acquisition, partnership or licence-transfer structure, subject to regulatory approval. The second approach may be commercially attractive in circumstances where the existing operator has an established regulatory relationship, operational infrastructure, local market presence, technology, payment arrangements or other assets that would otherwise take significant time and resources to establish.

However, investors should not assume that an existing licence automatically eliminates the need for regulatory engagement. The relevant authority remains central to the transaction.

Nigeria does not operate under a single uniform gaminglicensing regime. Gaming regulation is affected by the jurisdiction in which the relevant gaming activity is offered and the applicable federal or state regulatory framework. Consequently, an investor considering the acquisition or transfer of a gaminglicence must undertake a jurisdiction-specific regulatory assessment.

This is particularly important for operators offering online gaming, sports betting, casino games and other digital gaming products, where questions concerning territorial reach, player location, geo-blocking, payments, taxation, data protection and responsible gaming can intersect with licensing requirements. The regulatory position in Lagos should therefore not simply be replicated across other Nigerian states without first examining the relevant legislation and regulatory practice.

The evolution of Nigeria’s gaming market suggests that the industry is gradually moving from a licensing-centric model towards a broader regulated investment and transaction environment. Licensing remains fundamental, but investors increasingly need to consider regulatory structuring, corporate structuring, taxation, payments, AML/KYC, data protection, responsible gaming, technology, consumer protection, and market-entry strategy.

Licence transfers sit within this broader framework. The emergence of a viable secondary market around licensed gaming businesses could ultimately facilitate greater investment and consolidation in the Nigeriangaming sector. Existing operators with strong compliance records and valid licences may become strategic acquisition targets, while investors may increasingly evaluate the regulatory value of an existing licensed platform as part of their investment decision-making.

The statutory recognition of gaminglicence transfers represents an important development for Nigeria’s gaming industry. Section 45 of the Lagos State Lotteries and GamingAuthority Law 2021 demonstrates that, subject to regulatory approval, an existing gaminglicence can form part of a structured transaction between an existing licensee and a prospective investor. It is well noted that other states retain similar provisions in their gaming laws.

For investors, this creates an additional avenue for entering the Nigeriangaming market. Rather than limiting market-entry strategies to obtaining a fresh licence, investors can also explore acquiring an existing licensed business or negotiating the transfer of an existing licence, where legally permissible.

The critical point, however, is that a gaminglicence transaction is fundamentally a regulated transaction. Commercial agreements between parties cannot substitute for regulatory approval, and investors must undertake appropriate due diligence before assuming the rights, obligations and liabilities associated with an existing licensed operation.

As Nigeria’s gaming sector continues to develop, the ability to structure investments around existing licences may become an increasingly important component of gaming mergers and acquisitions and market-entry strategy. For international operators and investors, the message is clear: entering Nigeria’s gaming market is no longer simply a licensing exercise; it is an investment-structuring exercise.

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