Stamp duty on consulting agreements in Nigeria
Whether a Nigerian consultancy's client agreements attract stamp duty, who pays, which authority stamps them, the 30-day deadline and why it matters.
By Achekam · · 5 min read · For Consulting businesses in Nigeria
A Lagos advisory firm signs a twelve-month engagement with a manufacturing client. Both sides sign, the work starts, and the agreement goes into a drawer. Eighteen months later the client disputes the final invoices and the matter heads to arbitration. The firm's lawyer asks a question nobody in the office had considered: was the agreement ever stamped?
Stamp duty is easy to forget on service contracts, because nothing changes hands at signing except signatures. Under Nigeria's new tax law, the Nigeria Revenue Service (NRS, formerly FIRS) has set out how it applies to agreements, and the consequences of ignoring it go beyond a fine. This article explains what the NRS says, for a consultancy signing agreements with its clients.
Which documents attract stamp duty
Under section 123 of the Nigeria Tax Act, 2025, as the NRS explains it, stamp duty is imposed at a fixed or ad-valorem rate on any instrument first executed in Nigeria, or executed outside Nigeria but relating to property situated, or any matter or thing done, in Nigeria.
For a consultancy, that reach matters. An engagement letter signed abroad by a foreign parent for work done by your team in Abuja relates to things done in Nigeria. The NRS sets out the details in its Information Circular No. 2026/04 on dutiable instruments, published on 29 June 2026, which explains the instruments that attract duty, who pays it, and the deadlines and consequences.
Agreements and contracts: a fixed duty
According to the circular, all types of agreements or contracts attract a fixed stamp duty of ₦1,000, payable by the beneficiary of the service. The circular lists exceptions where:
- the subject value is less than 1,000,000;
- the agreement is for the hire of a labourer, employee, artificer, manufacturer or menial servant;
- the agreement is for the sale of goods, wares or merchandise, including a hire purchase agreement.
A consulting engagement is a contract for services, not a sale of goods or the hire of an employee, so in the ordinary case it falls under the general rule. The duty itself is small. The work is in remembering to do it, on every agreement, within the deadline.
The circular puts the duty on the beneficiary of the service. In a consulting engagement the client is usually the one receiving the service, but the consultancy is the party that suffers if the agreement cannot later be relied on. Settle in the agreement who will arrange stamping, and confirm the liability with your tax adviser if the arrangement is unusual.
NRS or the State: who stamps which agreement
The NRS says it charges and collects stamp duty on instruments between a company and another company, an individual, a group of individuals or any other corporate entity. The State or FCT tax authority administers stamp duty on instruments between individuals or groups of individuals and another individual, partnership, group of individuals or unincorporated business.
The Lagos State Internal Revenue Service draws the same line in its FAQs: instruments between individuals and non-corporate entities are stamped by LIRS at State level, and instruments involving corporate bodies are stamped by the NRS at Federal level.
| Your consultancy is | Your client is | Stamped by |
|---|---|---|
| A company | A company | NRS |
| A company | An individual or partnership | NRS |
| A sole practitioner or partnership | A company | NRS |
| A sole practitioner or partnership | An individual or unincorporated business | The State or FCT tax authority |
Thirty days, and the cost of stamping late
The NRS says every instrument executed in Nigeria must be stamped not later than 30 days after its execution by the person obligated to pay the duty.
The LIRS FAQs add that failing to stamp a dutiable instrument attracts a penalty of 10% of the unpaid stamp duty plus interest at the Central Bank of Nigeria monetary policy rate, citing the Nigeria Tax Act, 2025 and sections 110 to 113 of the Nigeria Tax Administration Act, 2025. On a fixed duty, the money involved is modest. The more serious consequence is the next one.
Why an unstamped agreement can let you down
The NRS says an unstamped dutiable instrument is not admissible as evidence in court, judicial or arbitration proceedings, or to satisfy any evidentiary requirement, although it may be given in evidence in a criminal proceeding.
For a consultancy, the agreement is the evidence of what the client agreed to pay for. If a fee dispute reaches arbitration and the engagement letter was never stamped, the document the firm most needs may not be admitted as it stands. The time to deal with that is within 30 days of signing, not when the dispute arrives. If the same client also pays you net of tax deducted at source, fees paid net of withholding tax covers that side of the account.
A short routine for every new engagement:
- Note the date the last party signs; the 30 days run from execution.
- Decide which authority stamps it, using the table above.
- Confirm who pays, as agreed in the engagement terms.
- Stamp it and keep the evidence of stamping with the signed agreement.
- Repeat for every variation or extension that is itself a new agreement.
Signing in Achekam and keeping the stamped copy with it
In Achekam, any document can be sent for electronic signature with signature and initials fields placed on it, signers in order or all at once, an expiry and reminders. The signed PDF and a completion certificate are filed back into Documents. You can send an uploaded PDF, a document composed from text blocks with merge fields, or a saved template. The signing console opens from the Sign button and the dashboard rather than from the sidebar.
There is a limit to know before relying on the certificate in Nigeria. The signing completion certificate always describes the signatures under South Africa's Electronic Communications and Transactions Act, whatever the workspace's country. A Nigerian consultancy should not present that certificate as a statement of Nigerian law; e-signature certificates by country explains the position.
Document Centre then keeps the paperwork together. It is a folder-based store where you upload files or whole folders, preview, download, rename, move, tag, archive and search them, and a new version keeps the earlier ones. Keep one folder per client engagement, with the signed agreement, its completion certificate and the evidence of stamping side by side, and tag each one with the date stamped.
Before your next engagement letter goes out, add a line to it naming who will stamp it and by when.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
