Introduction
In recent years, the key players in the Nigerian oil and gas industry have changed to include more Nigerian participants.
International Oil Companies (IOCs) operating in Nigeria have divested a portion of their Nigerian portfolio of onshore oil and gas assets for different reasons including to shift their focus to deepwater assets, due to issues around global energy transitions, and for local security concerns.
Who are the sellers and buyers?
IOCs including Shell, ExxonMobil, and Equinor have sold upstream oil & gas assets and Nigerian independents such as Seplat, Oando, and Chappal Energies have acquired these assets. This trend reflects a bold shift in ownership and control towards Nigerian operators.
Some of these deals include ExxonMobil’s agreement to sell its subsidiary, Mobil Producing Nigeria Unlimited, to Seplat Energy, a leading Nigerian independent. Similarly, Equinor sold its stake in OML 128, including part of the Agbami deepwater field, to Chappal Energies. Eni also finalized the sale of Nigerian Agip Oil Company to Oando Plc. Meanwhile, Shell entered a $2.4 billion deal to sell its onshore subsidiary, the Shell Petroleum Development Company of Nigeria (SPDC), to Renaissance Africa Energy Company, a consortium of Nigerian companies.
The Nigerian regulators have generally favoured these deals. For example, in July 2024, the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) announced its approval of the above deals by Eni and Equinor. The SPDC/Renaissance transaction was recently approved in March 2025.
Legal framework
Prior to the Petroleum Industry Act (PIA) 2021, the Petroleum Act 1969 governed oil and gas operations. The PIA has since altered Nigeria’s regulatory framework, creating clearer guidelines for licensing, compliance, commercial arrangements and environmental responsibility. The Act created new licenses like the Petroleum Prospecting License (PPL) and Petroleum Mining Lease (PML) with new compliance and assignment rules.
Transferring oil & gas rights
Transferring oil & gas assets—whether through a sale, merger, acquisition, or internal restructuring—requires strict compliance with relevant regulations.
Under Section 95 of the Petroleum Industry Act (PIA), no petroleum prospecting licence or mining lease—or any right or interest in them—can be assigned without the prior written consent of the Minister of Petroleum Resources, based on a recommendation from the NUPRC. The process is further subject to the Nigerian Upstream Petroleum (Assignment of Interest) Regulations, 2024.
Commercial process of transferring oil & gas assets
Before obtaining an upstream asset, the acquiring company must do the following:
- Due diligence (legal, technical and financial).
- Transaction structuring (drafting, negotiation and closing of key transaction documents).
- Regulatory approvals.
- Closing/Completion.
- Completion of any post completion obligations.
Regulatory process of transferring oil & gas assets
The process begins with the assignor (seller) notifying the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) and seeking pre-authorization before proceeding. The NUPRC then conducts due diligence to ensure the proposed buyer (assignee) has a good reputation, strong technical capacity, and sufficient financial resources.
Once cleared, the assignor must apply for the Minister of Petroleum’s consent, which is legally required under the Petroleum Industry Act (PIA) 2021. The Minister’s decision is based on the NUPRC’s recommendation, and if no response is given within 60 days, the consent may be deemed granted.
Conclusion – A new era for Nigerian oil.
Pursuant to the Petroleum Industry Act (PIA) and updated Assignment Guidelines, the process of acquiring oil and gas assets is now more structured, transparent, and compliance driven. Buyers must meet higher standards — including environmental obligations like decommissioning and emissions control.