Contact

Publication · Due Diligence & Transactions

Due Diligence Before Investing in a Nigerian Business: A Practical Decision Framework

Investment decisions should be built on verified facts, not only management presentations and projected returns.

Investment decisions become more difficult when enthusiasm moves faster than evidence. A credible due-diligence process should slow the decision down just enough to establish what is verified, what remains unverified, what could materially change the economics of the transaction, and what still requires specialist confirmation.

Start with the legal and ownership position

The first question is not whether the business looks attractive. It is whether the entity, ownership structure and authority of the people negotiating the transaction can be established from reliable records. Corporate documents, beneficial ownership information, director and shareholder records, material agreements and approvals should be reconciled rather than reviewed in isolation.

Reconcile financial claims to evidence

Revenue, margins, assets, liabilities and cash flows should be tested against the records that support them. Management accounts, bank activity, tax records, invoices, contracts, receivables, payables and asset schedules can reveal inconsistencies that a headline profit figure will not show.

Review tax and regulatory exposure

Due diligence should identify registrations, filing history, material outstanding obligations, unresolved assessments, sector requirements and any compliance gaps that may transfer economic risk to an investor or buyer. The objective is not merely to ask whether returns have been filed; it is to understand whether the business position is internally consistent and supportable.

Test assets, operations and commercial assumptions

Where value depends on property, equipment, licences, inventory, customer relationships or operating capacity, those claims should be verified through documents, physical inspection or appropriate specialist work. Forecasts should also be separated from historical performance so that future assumptions are not presented as established facts.

Record red flags and outstanding items clearly

A useful due-diligence report should distinguish verified facts, management representations, unresolved questions, material risks and recommended next actions. This creates a decision record and helps the investor understand which issues affect price, structure, conditions precedent or whether the transaction should proceed at all.

The decision is the output

Due diligence is not a document-collection exercise. Its value lies in converting evidence into a clearer investment decision. The strongest process is therefore proportionate to the transaction, multidisciplinary where necessary and explicit about the limits of what has been verified.

Professional note. This publication is general information only and does not by itself constitute legal, tax, audit, investment or other professional advice. The appropriate treatment depends on the facts, applicable law, regulatory guidance and the scope of the engagement.

Need the practical implication?

Apply the insight to your actual business position.

Speak with ADETAI