It is not news that the Federal Competition and Consumer Protection Commission (the ‘‘FCCPC’’), in year 2022 issued two circulars –

(a) Further and Continuing Investigation of Right Violations in the Money Lending Industry; and Release of Interim Regulatory Framework; and

(b) Limited Interim Regulatory/Registration Framework and Guidelines for Digital Lending (the ‘‘Circulars’’)[1].

These Circulars provide direction on the operation of payment platforms, telecommunication/technology companies as well as Banks and other Financial Institutions (“Financial Institutions”). It specifically directs these Financial Institutions and the telecommunication and technology companies to stop providing payment services to lenders who are already under investigations by the FCCPC or operating without the FCCPC’s approval.

While the Circular appears to have caused a stir regarding the regulatory powers of the FCCPC over Banks and other Financial Institutions which appear to be in conflict with the provisions of section 65(1)(a) of the Banks and Other Financial Institution Act, 2020 (the “BOFIA”), the Courts have now ruled in a different direction.

The FCCPC’s Regulatory Powers over Banks and Other Financial Institutions?

Section 65(1)(a) of the BOFIA excludes the application of the Federal Competition and Consumer Protection Act[2], (the “FCCPA”) “to any function, act, financial product, or financial services issued or undertaking, and transaction howsoever described by a bank or other financial institutions licensed by the Central Bank of Nigeria” (“CBN”).

While the regulatory oversight of the FCCPC over banker-customer relationship viz a viz the provision of section 65(1)(a) of BOFIA is that Section 104 of the FCCPA which (is subject to the Nigerian constitution) makes the FCCPA superior to any law dealing with competition and consumer protection, the same is not applicable to Financial Institutions because section 65(1) of the BOFIA restricts the application of the FCCPA to any function, act, financial services issued or undertaking and transaction described by a Financial Institution.

However, the recent decision of the Federal High Court in UBA v FCCPC[3] appears to have shifted the position of the law on the FCCPC’s regulatory oversight over Financial Institutions.

The Intervention of the Courts – the Decision in UBA v FCCPC – A New Law?

In this action, the bank sought a determination of whether the FCCPC could legally summon a commercial bank licensed by the CBN, and investigate a banker-customer dispute, taking into consideration the provisions of BOFIA, which gives oversight powers over banks and other financial institutions to the CBN. The bank argued that the customer’s petition was a banker-customer dispute and therefore fell within the CBN’s regulatory authority.

While the FCCPC on its part asked the Court to determine whether it had the powers to investigate consumer protection complaints involving commercial banks and its customers.

The FCCPC argued that it had a statutory duty to receive consumer complaints and conduct investigative hearings on all consumer protection complaints.

Court’s Decision

In answering the questions posed by the FCCPC and the bank, the Court held that the FCCPC is the statutory body established to oversee competition and protect consumer rights[4] and the FCCPA is applicable to all commercial entities,[5] including the bank, despite (i) its status as a financial institution licensed by the CBN, and (ii) the provisions of BOFIA.

On the interpretation of section 65(1)(a) of BOFIA – which restricts the application of the provisions of the FCCPA to any function, act, financial services issued or done by a Financial Institution, the Court acknowledged the consumer and competition jurisdictions of the FCCPC and held that the intention of the drafters of section 65 of BOFIA is to restrict the competition jurisdiction and not the consumer protection jurisdiction of the FCCPC over banking business. Accordingly, the Court ruled that the FCCPC can inquire into consumer protection involving customers and banks and can receive and investigate consumer complaints because in its opinion, no part of the BOFIA or CBN Act gives the CBN the power to receive and investigate consumer complaints.

Simply put, the implication of the Court’s decision is that the FCCPC has regulatory oversight and can investigate banker-customer complaints against Financial Institutions.

The Competition jurisdiction of the FCCPC over Banks and other Financial Institutions

The court further held that by the provisions of Section 65(2) and (3) of BOFA, “the FCCPC can look into other issues of competition such as mergers” and accordingly, “the competition jurisdiction of the defendant [FCCPC] is not completely ousted. It was only restricted to certain matters”.

The decision of the court that the FCCPC can look into competitions such as mergers involving Financial Institutions, appears to be in contradiction with the said provisions. By the combined reading of the provisions of Section 65(2) and (3) of BOFIA, only the provisions dealing with mergers, its control and investigation in the FCCPA will apply to Financial Institutions, and the powers of the FCCPC under those provisions will be exercised by the CBN.

CONCLUSION

Going by the decision in UBA v FCCPC, the FCCPC can investigate and exercise regulatory functions over banker-customer complaints, and competition related matters including corporate restructuring such as mergers. As such, financial institutions intending to carry out a scheme or corporate restructuring would be subject to the FCCPC’s regulatory oversight, where such a transaction meets the threshold that triggers a notification or approval by the FCCPC.

While it appears that this decision may raise a lot of questions than answers, it remains the position of the law, until set aside by a superior court. Accordingly, the FCCPC may issue directives to Financial Institutions, summon and investigate their activities upon receipt of consumer complaints in connection with its consumer protection powers, and exercise its competition jurisdiction over mergers carried out by Financial Institutions.

As such, Financial Institutions intending to conduct any form of mergers, acquisitions or take-overs are therefore advised to seek legal advice before embarking on the same. For more details on this, you may contact us at tnp@tnp.com.ng; or +234 2 01 271 9945, +234 2 01 279 3617,
+234 2 01 270 3647.

[1] Read previous article- Does the FCCPC have the powers to regulate other Financial Institutions? – TNP

[2] Enacted in 2018

[3] Unreported Judgement delivered on April 22, 2026, in Suit No.: FHC/ABJ/1972/2025.

[4] Section 1 of the FCCPA.

[5] Section 2 of the FCCPA.