New Regulatory Guidelines For Electronic Invoicing In Nigeria 2025 – Implication For Fintechs And ESG.

Introduction

Across the world, governments and private sector innovators are accelerating the shift from paper-based and PDF invoices to secure, structured and fully digital invoicing systems. This transformation is a foundational step towards the reduction of carbon footprints in line with ESG goals, the promotion of a greener economy and improving financial interoperability in the global digital economy.

In Brazil, the Complementary Law Project No. 68, which mandates the use of e-invoices becomes effective from January 1, 2026 for all municipalities and the Federal District. Similarly, in the European Union (EU), the adoption of the e-Invoicing Directive 2014/55/EU in April 2014 and the "VAT in the Digital Age" (ViDA) in March 2025, signified the commencement of major changes in e-invoicing within the EU and globally. Effective from 2026, mandatory B2B e-invoicing will commence in countries such as France and Belgium, while intra-EU e-invoicing will become the standard by 2028.

Effective from September 1, 2025, Nigeria now joins this global movement with the enactment of National Regulatory Guidelines for Electronic Invoicing in Nigeria 2025 (the "Guidelines") by the National Information Technology Development Agency (NITDA). The Guidelines are designed to advance a robust digital economy by promoting electronic governance, digital transformation and ensuring alignment with global standards, while upholding data security and safeguarding user privacy.

This newsletter explores the practical implications of the Guidelines for end users, business owners and the wider technology ecosystem.

1. What is Electronic Invoicing?

Electronic invoicing, also known as e-invoicing, is the digital exchange of an invoice between a supplier and a buyer of a good or service. An e-invoice is an invoice issued, sent, and received in a structured way that makes it easy to process automatically and electronically. The Guidelines define it as a digital process that replaces paper invoices by enabling the structured exchange and processing of invoices, credit notes and debit notes between buyers and sellers through integrated electronic invoicing solutions.

2. What is the scope of the Guidelines?

The Guidelines apply to the following entities:

a. regulatory authorities seeking to implement or oversee e-invoicing systems e.g. Government Ministries, Agencies and Departments. (MDA's);

b. service providers, including Access Point Providers and System Integrators e.g. (Remita, InterSwitch, Etranzact etc.);

c. any entity involved in the generation, transmission, processing, or utilization of e-invoices.

3. Is there a licensing requirement for providers of e-invoicing services?

Yes, the Guidelines create two license categories – System Integrators and Access Point Providers.

4. Who is a System Integrator?

System Integrators are entities that provide software or hardware solutions compliant with e-invoicing regulations and are capable of securely exchanging data via licensed Access Point Providers. These entities are required to ensure that all e-invoices issued by businesses are created in accordance with the approved e-invoice format set out in the Guidelines.

5. Who is an Access Point Provider?

Access Point Providers are responsible for the secure transmission of electronic invoices. They serve as gateways that connect business e-invoicing systems with the government-mandated e-invoicing infrastructure. They provide the technology infrastructure that ensure the effective delivery of e-invoices to the government. e.g. Interswitch, e-tranzact etc.

6. What are the requirements of obtaining a System Integrator license?

To obtain a System Integrator license, the following are required;

a. a non-refundable application fee of One Million Naira (N1,000,000) or such other amount as NITDA may specify;

b. submission of a duly completed accreditation form;

c. minimum paid-up share capital of 10 Million Naira (N10,000,000) and evidence of registration with the Corporate Affairs Commission;

d. the company's objectives must include digital technology services;

e. a minimum of one-third of the company's shares must be held by Nigerians;

f. evidence of compliance with the Nigeria Data Protection Act 2023;

g. detailed operations, dispute resolution, whistle-blowing and other policies;

h. evidence of organizational capacity and technical expertise to provide e-invoicing services and;

i. a minimum of one director who must have five (5) years of professional experience in digital technology services and has not been declared bankrupt or convicted of fraud.

7. What are the requirements of obtaining an Access Point Provider license?

To obtain an Access Point Provider license, the following are required;

a. a non-refundable application fee of One Million Naira (N1,000,000) or such other amount as NITDA may specify;

b. submission of a duly completed accreditation form;

c. minimum paid-up share capital of 100 Million Naira (N100,000,000) and evidence of registration with the Corporate Affairs Commission;

d. the company's objectives must include digital technology services;

e. a minimum of one-third of the company's shares must be held by Nigerians;

f. evidence of compliance with the Nigeria Data Protection Act 2023;

g. detailed operations, dispute resolution, whistle-blowing and other policies;

h. evidence of organizational capacity and technical expertise to provide e-invoicing services;

i. a minimum viable product suitable for e-invoicing and;

j. a minimum of one director who must have five (5) years of professional experience in digital technology services and has not been declared bankrupt or convicted of fraud.

8. What is the duration of the license?

Upon the approval of NITDA, a provisional license which is valid for six (6) months will be issued. The applicant may apply for an extension of the provisional license for a further three (3) months. The final license which is issued by NITDA is valid for two (2) years and subject to renewal after compliance with all renewal requirements that may be issued by NITDA.

9. What other technical requirements are required of a license holder?

a. all Access Point Providers must guarantee a minimum up time of 99.9% per month;

b. scheduled maintenance should be performed during off-peak hours, with not less than 48-hour advance notice to the end-user;

c. all invoices should be processed and transmitted within 24 hours;

d. any errors in processing should be resolved within 48 hours;

e. all support requests should be acknowledged within 1 hour and resolved within 6 hours for critical issues, and within 24 hours for non-critical issues;

f. dedicated support channels should be available 24 hours via email, phone and an online portal.

10. How does this affect the licensing obligations of FinTech's and other tech entities?

With the enactment of the Guidelines, all previously unlicensed FinTech's, who offer e-invoicing services, are now required to be licensed. This may also apply to other FinTech's licensed by the Central Bank of Nigeria.

11. How does this affect the ESG obligations of businesses?
The Guidelines is playing a role in encouraging businesses to comply with ESG goals through the promotion of electronic invoicing and the reduction of paper usage by businesses.

With the integration of more environmentally sustainable business practices in their operations, businesses are able to reduce their carbon footprint and promote a greener economy.

Conclusion

The 2025 Electronic Invoicing Guidelines positions Nigeria alongside global economic leaders who are modernizing financial reporting and fulfilling their ESG obligations through structured digital invoicing frameworks. By embedding interoperability, data protection, and secure transmission channels within its regulatory framework, Nigeria is laying the foundation for a more transparent, efficient, and globally integrated business environment.

The Guidelines also signal a new era for the Nigerian technology ecosystem. As invoicing becomes connected to real-time payments, compliance automation, and data-driven financial services, opportunities will expand for licensed Access Point Providers, System Integrator and other technology service providers.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.