Closing a company in Lagos? Include tax obligations in your winding-up plan

Update reviewed: 27 October 2026 Source: LIRS public notice dated September 2026, reference LIRS/015/09/2026. Stopping operations and settling a company’s obligations are not the same thing. LIRS’s September 2026 notice addresses tax obligations where companies are wound up, liquidated, dissolved or otherwise cease business. Outstanding tax does not disappear The notice states that a company remains liable to account for and pay taxes due up to cessation, liquidation or dissolution. Its central message is that winding up does not, by itself, extinguish existing tax liabilities. For business owners, the practical implication is to make tax reconciliation part of closure planning rather than leaving it until the accounts and records have become difficult to retrieve. Responsibilities of the liquidator Referring to Section 53 of the Nigeria Tax Administration Act, 2025, the notice says a liquidator must notify LIRS of the appointment in the prescribed manner and set aside sufficient funds from the company’s assets to satisfy outstanding tax liabilities. It also says assets should not be distributed to shareholders or members until adequate provision has been made, to LIRS’s satisfaction, for payment of taxes due. The notice warns of recovery and enforcement action and personal liability for failure to comply with the relevant obligations. Prepare the records early As practical preparation—not a substitute for the statutory winding-up process—assemble financial statements, payroll records, tax returns, remittance evidence, assessments and correspondence. Reconcile recorded liabilities to available payment evidence and identify missing filings or unresolved assessments. Engage a qualified insolvency practitioner and relevant advisers before making final distributions. LIRS encourages early engagement with the agency. Depending on the company’s activities and obligations, other relevant tax authorities may also need to be involved; this notice should not be treated as a complete checklist for every Nigerian tax or company-law requirement. ATOS can assist with organising the accounting records and identifying reconciliation gaps so that your advisers have a clearer basis for the closure process. Official source: https://lirs.gov.ng/assets/docs/notice_sept2026_4.pdf This article summarises a dated LIRS notice and offers general information, not individual tax, insolvency or legal advice. Confirm current requirements with the relevant authorities and professional advisers.