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Balancing Business Success and Family Succession: Navigating ‘Deemed Offer’ Provisions in Startup Shareholder Agreements

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Thando Balancing Business Success and Family Succession

By Thando Sibanda

It’s all too easy to think of startup founders as young, vigorous and touched with immortality. But the sector is full of stories of founders dying before their time. Such deaths are always tragic but can be even more so when there isn’t a clear plan in place. Without that plan, conflicts can quickly arise between the family of the deceased, investors, business partners, and other interested parties.

Often, the source of this conflict is the founder being subject to a “deemed offer” or “deemed sale” clause. This clause leads to an automatic forced sale of the deceased’s shares. When a deemed offer is in place, the deceased’s family can lose access to that person’s stake in the business, even if it’s earmarked for them in the will.

Knowing that how can founders safeguard the interests of their businesses and investors while protecting their family legacy? The answer relies on mastering the detail and being diligent in execution.

Understanding deemed offers 

A deemed offer provision stipulates that under specific predefined circumstances — generally described as ‘trigger events’ — a shareholder is ‘deemed’ to have offered their shares to the company and/or the remaining shareholders for purchase. In agreements where a deemed offer focuses on a sale to the company and the company fully or partially turns down the offer, the remaining shares are then offered to the other shareholders proportionate to their existing shareholding.

When such a clause is triggered, the venture’s other shareholders are generally given first option on the shares at a  pro rata rate in relation to their existing shareholding. In the absence of an agreed-upon price for the shares, the shares would generally be offered at their fair market value.

The offer will then need to be accepted for it to be binding on the other shareholders. If the offer is not accepted, the deemed offer would fall away, meaning that the affected shareholder (or their legacies) would have full title to the shares.

Most shareholder agreements would generally contain a list of events concerning shareholders that would trigger a deemed offer. These events generally include, but are not limited to:

  • Death

  • Shareholder disability or incapacity

  • Insolvency

  • Sequestration in the case of natural persons

  • Liquidations/business rescue/administration in the case of juristic shareholders

  • Criminal convictions, etc.

For the purposes of this article, we’ll focus on death.

From the perspective of co-founders, shareholders, and external investors, deemed offer provisions play a vital role in maintaining an efficient capital structure. This framework ensures that, among other things, significant ownership stakes are held by active contributors who play a pivotal role in the company’s ongoing growth, as opposed to passive stakeholders. By doing so, these provisions prevent the dilution of ownership concentration and safeguard the overall ownership stake of existing shareholders.

In the case of a shareholder’s death, the estate’s executor, often unfamiliar with the business, can disrupt operations and risk business continuity, especially when the deceased held a significant stake in this business. Executors generally prioritise the liquidation of a deceased estate, potentially leading to the sale of the deceased shareholder’s shares (typically to the highest bidder) to external buyers. A more favourable outcome for surviving shareholders and/or the company is having the first option on whether they wish to purchase the deceased’s shareholding or not.

Navigating the crossroads of business and personal estate legacies

While a forced sale of a deceased founder’s shares may intend to secure business interests through a seamless transfer of ownership to surviving key stakeholders, the business’s interests don’t always align with those of the deceased founder’s personal legacy.

However well-intentioned, a forced sale triggered by a founder’s passing can harm the value of the founder’s personal estate. As such, it becomes crucial for founders to equip themselves with robust financial planning knowledge, striking a balance between business pursuits and the preservation of their personal estates.

Maintaining family interests during business succession requires skillfully balancing ongoing business operations and protecting the founder’s estate. It is, therefore, of paramount importance that the terms of shareholder agreements are crafted in a manner that protects both the founder’s interests and the company’s path forward.

To achieve this balance, active and intentional discussions between founders, other stakeholders, and investors must be had.

Negotiating deemed offer provisions: practical considerations

Within these negotiations, there are a number of options that founders can explore when it comes to keeping a deemed offer clause in place while doing right by their families.

One option is to explore partial deemed offers. Here, founders can negotiate for only a portion of their shares to be available for sale when a deemed offer occurs following their death. This measured approach ensures that the founder’s estate retains a stake in the business, allowing it to share in the venture’s future prosperity.

The portion of shares subject to a forced sale can then be negotiated with the remaining stakeholders. From an investor or existing shareholder’s perspective, the real risk in agreeing to such a compromise could be if, post-sale, the deceased estate continues to hold a significant portion of the venture’s shares, complicating voting etc. If a deceased estate holds just a passive or non-controlling interest in the business, it shouldn’t be that much of a concern.

Another option is to explore non-discounted deemed offers. It is quite common in deemed offer clauses for  the remaining shareholders and the company has the first option to purchase the deceased’s shares first at a certain discount. While this can feel cold, it may be a necessary incentive for them to take advantage of the offer, simultaneously increasing their ownership and offering liquidity to the departing deceased shareholder’s estate. This approach streamlines the sale process and mitigates the need to involve new third-party buyers.

The discount generally varies from one transaction to another, depending on the influence held by the requesting shareholder (usually an investor and/or majority shareholder) and the bargaining power of other shareholders. While there is no guarantee that an investor would agree to a zero discount on a forced sale, a founding shareholder may attempt to negotiate for one or in the worst case, a reduced discount.

Needless to say, negotiating these options requires a sound understanding of the law and/or corporate transactions in general. As such, it is always recommended that founders seek the help of legal counsel to offer guidance tailored to individual circumstances.

Exploring alternative approaches

From a personal estate planning perspective, there could be other ways in which a founder can plan their affairs such that in the event of their death, there is business continuity and that the surviving shareholders are not prejudiced.

While the below does not constitute legal nor financial advice, here are some possible thoughts that could be unpacked with the help of a qualified finance or legal professional:

Buy-sell agreements

In this type of agreement, co-shareholders can take a life insurance policy to cover the lives of each other. In the unfortunate event of a co-shareholder’s passing, the life insurance pay-out can then facilitate the purchase of the deceased shareholder’s interest by the surviving co-shareholder.

Keyman insurance

Companies can opt for life insurance policies on key shareholders’ lives. In the event of an insured shareholder’s death, the insurance proceeds (generally payable to the company) can then fund the company’s repurchase of the shares held by the deceased shareholder.

The protective shield these products offer, by ensuring seamless transitions and business continuity, aligns well with the heightened responsibilities and higher stakes of more advanced startup phases. Therefore, while the cost factor might be a challenge initially, as startups grow and their financial capacity strengthens, these insurance products become strategic tools that warrant some consideration.

It pays to plan ahead

In the world of startups and visionary founders, balancing business success with family legacies requires careful planning. Deemed offer provisions in shareholder agreements play a vital role in this process. By negotiating thoughtfully and seeking expert advice, founders can chart a path that preserves both their business and personal legacies.

Thando Sibanda is the Deputy Head of Legal at Founders Factory Africa

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How AI Levels the Playing Field for SMEs

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A! in SMEs

By Linda Saunders

Intro: In many small businesses, the owner often starts out as the bookkeeper, the customer-service desk, the IT technician and the person who steps in when a delivery goes wrong. With so many balls up in the air – and such little room for error – one dropped ball can derail the entire day and trigger a chain of problems that’s hard to recover from. Unlike larger companies that have the luxury of spreading the load across dedicated teams and systems, SMEs carry it all on a few shoulders.

South Africa’s SME sector carries significant weight, contributing around 19% of GDP and a third of formal employment, according to the latest available Trade & Industrial Policy Strategies (TIPS) 2024 review. That is causing persistent constraints, including tight margins, erratic demand, high administrative load, and limited internal capacity.

This is not unique to South Africa. Many smaller businesses across the continent still rely on manual processes. It is common to find sales records kept separately from customer notes, or inventory data that is updated only occasionally. The result is slow turnaround times, duplicated effort and a lack of visibility across the business. Given that SMEs have such a huge influence on national economies, accounting for over 90% of all businesses, between 20-40% of GDP in some African countries, and a major source of employment, providing around 80% of jobs, these operational constraints have a broad impact on economies.

What has changed in recent years is that digital tools once seen as the preserve of larger companies have become more attainable for smaller operators. They do not remove the structural challenges SMEs face, but they can ease the load. Better systems do not replace judgement, experience or customer relationships; they simply give small companies more room to work with.

Cloud-based systems, automation and integrated customer-management tools have become more affordable and easier to deploy. They do not remove the structural pressures facing small businesses, but they can ease the operational load and create more space for productive work.

Doing more with the teams SMEs already have

Small teams often end up wearing several hats. One person might take customer calls, update stock records, handle service issues and manage follow-ups. When demand rises, these manual processes become harder to sustain. Local surveys regularly point to this strain, showing that smaller companies spend significant portions of the week on paperwork, compliance and routine administrative tasks – work that adds little value but cannot be ignored.

This is where automation is proving useful. Routine tasks such as onboarding new customers, checking documents, routing queries to the right person, logging interactions and sending follow-ups can now run quietly in the background. In larger companies, whole departments handle this work. In small businesses, the same burden has traditionally fallen on one or two people. When these processes run reliably without constant attention, a business with 10 employees can manage busier periods without rushed outsourcing or slipping service standards.

The point is not to replace staff, but to reduce the operational drag that limits what small teams can deliver. Structured workflows give SMEs a level of steadiness they have rarely had the time or money to build themselves.

Using better data to make better decisions

A second constraint facing SMEs is disorganised information. When customer details are lost in email, sales notes in chat groups, stock figures in spreadsheets and queries in separate systems, decisions depend on whatever information happens to be at hand. Forecasting becomes guesswork, and early warning signs are easy to miss.

Putting all this information in a single place changes the quality of decision-making. When sales, service and stock data can be viewed together, patterns become easier to spot: which products are moving, which customers are becoming less active, where delays tend to occur, and which periods consistently drive higher demand.

Importantly, SMEs do not need corporate analytics teams for this. Modern CRM platforms can organise information automatically and surface basic trends. For retailers preparing for 2026, this can help avoid over – or under – stocking. For service businesses, it can highlight customers who may be at risk of leaving, prompting earlier intervention. In competitive markets, having clearer information is a practical advantage.

Building a foundation before the pressure arrives

Rapid growth can be as destabilising for SMEs as an economic downturn. When orders increase, manual processes quickly reach their limit. Errors are more likely, staff become overwhelmed and the customer experience suffers. Many small businesses only upgrade their systems once these problems appear, by which time the cost, both financial and reputational, is already significant.

Putting basic workflow tools and a unified customer record in place early provides a useful buffer. Tasks follow the same steps every time, reducing inconsistency. Customers reach the right person more quickly. Staff spend less time checking or re-entering information and more time on work that matters. These small operational gains compound over time, especially during busy periods.

This is not about chasing every new technology. It is about avoiding a common pattern in the SME sector: when demand rises, systems buckle, and growth becomes more difficult.

Confidence matters as much as capability

Smaller companies understandably worry about risk when adopting new systems. Data protection, monitoring, and compliance can feel daunting without an IT department. The advantage of modern platforms is that many of these protections, like encryption, audit trails, and event monitoring, are built in. Transparent design also helps SMEs understand how automated decisions are made and how customer data is handled.

This reassurance is important because SMEs should not have to choose between improving their operations and protecting their customers’ information.

2026 will reward readiness

Technology will not replace the qualities that give SMEs their edge: personal service, flexibility, and the ability to respond quickly to customer needs. What it can do is relieve the administrative load that prevents those strengths from being fully used.

SMEs that invest in simple automation and better data practices now will enter 2026 with greater capacity and clearer insight. They won’t be competing with larger companies by matching their resources, but by removing the disadvantages that have traditionally held them back.

In the year ahead, the most competitive businesses will not be the biggest; they’ll be the ones that prepared early for the year ahead.

Linda Saunders is the Country Manager & Senior Director Solution Engineering for Africa at Salesforce

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Why Africa Requires Homegrown Trade Finance to Boost Economic Integration

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Cyprian Rono Ecobank Kenya

By Cyprian Rono

Africa’s quest to trade with itself has never been more urgent. With the African Continental Free Trade Area (AfCFTA) gaining momentum, governments are working to deepen intra-African commerce. The idea of “One African Market” is no longer aspirational; it is emerging as a strategic pathway for economic growth, job creation, and industrial competitiveness. Yet even as infrastructure and regulatory reforms advance, one fundamental question remains; how will Africa finance its cross-border trade, across markets with diverse currencies, regulations, and standards?

Today, only 15 to 18 percent of Africa’s internal trade happens within the continent, compared to 68 percent in Europe and 59 percent in Asia. Closing this gap is essential if AfCFTA is to deliver prosperity to Africa’s 1.3 billion people.

A major constraint is the continent’s huge trade finance deficit, which exceeds USD 81 billion annually, according to the African Development Bank. Small and medium-sized enterprises (SMEs), which provide more than 80 percent of the continent’s jobs, are the most affected. Many struggle with insufficient collateral, stringent risk profiling and compliance requirements that mirror international banking standards rather than the realities of African business.

To build integrated value chains, exporters and importers must operate within trusted, predictable, and interconnected financial systems. This requires strong pan-African financial institutions with both local knowledge and continental reach.

Homegrown trade finance is therefore indispensable. Pan-African banks combine deep domestic roots with extensive regional reach, making them the most credible engines for financing trade integration. By retaining financial activity within the continent, homegrown lenders reduce exposure to external shocks and keep liquidity circulating locally. They also strengthen existing regional payment infrastructure such as the Pan-African Payment and Settlement System (PAPSS), developed by the Africa Export-Import Bank (Afreximbank) and backed by the African Continental Free Trade Area (AfCFTA) Secretariat, enabling faster, cheaper and seamless cross-border payments across the continent.

Digital transformation amplifies this advantage. Real-time payments, seamless Know-Your-Customer (KYC) verification, automated credit scoring and consistent service delivery across markets are essential for intra-African trade. Institutions such as Ecobank, operating in 34 African countries with integrated core banking systems, demonstrate how such digital ecosystems can enable continent-wide commerce.

Platforms such as Ecobank’s Omni, Rapidtransfer and RapidCollect, together with digital account-opening services, make it much easier for traders to operate across borders. Rapidtransfer enables instant, secure payments across Ecobank’s 34-country network, reducing delays in regional trade, while RapidCollect gives cross-border enterprises the ability to receive payments from multiple African countries into a single account with real-time confirmation and automated reconciliation. Together, these solutions create an integrated digital ecosystem that lowers friction, accelerates payments, and strengthens intra-African commerce.

Trust, however, remains a significant barrier. Cross-border commerce depends on the confidence that partners will honour contracts, deliver goods as promised, pay on time, and present authentic documentation. Traders often lack reliable information on potential partners, operate under different regulatory regimes, and exchange documents that are difficult to verify across borders. This heightens the risk of fraud, non-payment, and contractual disputes, discouraging businesss from expanding beyond familiar markets.

Technology is closing this trust gap. Artificial Intelligence enables lenders to assess risk using alternative data for SMEs without formal credit histories. Distributed ledger tools make shipping documents, certificates of origin, and inspection reports tamper-proof. In addition, supply-chain visibility platforms enable real-time tracking of goods and cross-border digital KYC ensures that both buyers and sellers are verified before any transaction occurs.

Ecobank’s Single Trade Hub embodies this trust infrastructure by offering a secure digital marketplace where buyers and sellers can trade with confidence, even in markets where no prior relationships exist. The platform’s Trade Intelligence suite provides customers instant access to market data from customs information and product classification tools across 133 countries.

Through its unique features such as the classification of best import/export markets, over 25,000 market and industry reports, customs duty calculators, and local and universal customs classification codes, businesses can accurately assess market opportunities, anticipate trends, reduce compliance risks, and optimise supply chains, ultimately helping them compete and grow in regional and global markets.

SMEs need more than financing. Many operate in cash-heavy cycles where suppliers and logistics providers require upfront payment. Lenders can support these businesses with advisory services, business intelligence, compliance guidance, and platforms for secure partner verification, contract negotiation, and secure settlement of payments. Trade fairs, industry forums, and partnerships with chambers of commerce further build the trust networks needed for cross-border trade.

Ultimately, Africa’s path toward meaningful trade integration begins with financial integration. AfCFTA’s promise will only be realised when enterprises can trade with confidence, knowing that payments will be honoured, partners verified, and disputes resolved. This requires collaboration between banks, regulators, and trade institutions, alongside harmonised financial regulations, interoperable payment systems, and continent-wide verification networks.

Africa can no longer rely on external actors to finance its trade. Its economic transformation depends on strong, trusted, and digitally enabled African financial institutions that understand Africa’s unique risks and opportunities. By building an African-led trade finance ecosystem, the continent can unlock liquidity, reduce dependence on external currencies, empower SMEs, and retain more value locally. Africa’s trade revolution will accelerate when its financing is driven by African institutions, African systems, and African ambition.

Cyprian Rono is the Director of Corporate and Investment Banking for Kenya and EAC at Ecobank Kenya

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Tax Reform or Financial Exclusion? The Trouble with Mandatory TINs

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Tax Reform or Financial Exclusion

By Blaise Udunze

It is not only questionable but an aberration that a nation where over 38million Nigerians remain financially excluded, where trust in institutions is fragile, and where citizens are pressured under the weight of rising living costs, the use of Tax Identification Number (TIN) has been specified as the only option for their bank accounts operation from January 1, 2026 by the Federal Government of Nigeria.

In practice, the policy spearheaded by Taiwo Oyedele, Chairman of the Presidential Committee on Fiscal Policy and Tax Reforms, is rooted in the Nigerian Tax Administration Act (NTAA), and the intention can be understood in the areas of improving tax compliance, widening the tax net, and formalizing economic activities. But in practice, the directive risks becoming yet another well-meaning reform that punishes the wrong people, disrupts financial inclusiveness, and potentially destabilises an already stressed economy.

Yes, Nigeria needs tax reforms. Yes, the country must broaden its tax base. And yes, public revenues must increase to address fiscal pressures.

But compelling citizens to obtain TINs as a condition for operating bank accounts is the wrong tool for the right objective.

Below are five core arguments against the directive, and sustainable alternatives that actually strengthen tax compliance without endangering banking access or punishing informal earners.

The Directive Risks Deepening Financial Exclusion

Nigeria still struggles with financial inclusion. According to several official assessments, over 38 million adults remain outside the formal financial system. Many of them operate small, irregular businesses, survive through subsistence earnings, or depend on cash-based livelihoods.

The Federal Government’s compulsory TIN-for-bank-accounts policy is built on the assumption that every banked Nigerian is structured, organised, and tax-ready. This is false.

For instance, the rural market woman with N30,000 in rotating savings, the okada rider who deposits cash once a week, the petty trader using a mobile POS agent account, the retiring pensioner managing a small monthly income, and the migrant worker sends small remittances to their family. These are not tax evaders; they are survivalists.

Most operate bank accounts not because they run formal businesses, but because those accounts are essential to modern financial life: receiving transfers, accessing loans, participating in digital commerce, saving against emergencies, and avoiding the risks of moving cash in insecure environments.

By creating an additional bureaucratic barrier, the directive risks pushing millions back into a cash-dominant shadow economy, precisely the opposite outcome of what Nigeria’s financial-sector reforms are trying to achieve.

Bank Accounts Are Not Proof of Taxable Income

The NTAA clarifies that the TIN requirement applies only to taxable persons, individuals engaged in trade, employment, or income-generating activities.

But herein lies the problem: banks cannot determine who is “taxable” and who is not. Banks only see deposits and withdrawals. They do not audit the source or consistency of income. They are not tax authorities.

A student may run a small online clothing resale gig. A retiree may occasionally rent out farmland.

A dependent may receive cash support from a relative abroad. A job seeker may get intermittent gifts from family.

Who decides which of these scenarios qualifies as taxable? Banks? FIRS? Or will citizens be expected to self-declare under threat of account restrictions?

The result will be confusion, over-compliance, and mass panic with banks indiscriminately demanding TINs from everyone to avoid regulatory penalties.

This not only contradicts the spirit of the law but also exposes ordinary Nigerians to harassment and arbitrary compliance requirements.

The Policy Could Trigger Disruption, Panic Withdrawals, and Cash Hoarding

Whenever Nigerians perceive threats to their access to funds, the natural reaction is withdrawal and hoarding. We saw it during:

–       the 2023 Naira redesign crisis,

–       the 2016 TSA-bank consolidation tightening, and multiple periods of financial instability.

Telling citizens that bank accounts may face “operational restrictions” if they do not obtain a TIN creates a predictable behavioural response: people will rush to withdraw money.

This would be disastrous for a banking system already pressured by:

–       high interest rates,

–       inflation eroding deposits,

–       rising loan defaults, and

–       declining public trust.

Any government policy that unintentionally creates an incentive for citizens to flee the formal banking system is counterproductive.

The TIN Requirement Will Become a Bureaucratic Nightmare

Even if millions of Nigerians want to comply, the system is not ready. Nigeria’s administrative infrastructure does not have the capacity to process tens of millions of TIN registrations within months without:

–       long queues,

–       delays,

–       data mismatches,

–       duplicate records, and

–       systemic errors.

The National Identity Number (NIN)-SIM registration experience is a painful reminder of what happens when ambitious policy meets weak execution capacity.

–       Citizens spent months in overcrowded enrolment centres.

–       Millions were blocked from services.

–       Data inconsistencies persisted.

–       The economy suffered productivity losses.

If Nigeria could not seamlessly synchronise NIN and SIM data, how will it synchronise NIN, BVN, and TIN at a national scale without dislocation?

Forcing TIN Adoption Ignores the Real Problem: Nigeria’s Broken Tax Culture

The Federal Government’s real challenge is not that citizens lack TINs, but that they lack trust in how taxes are used.

A government cannot widen the tax net when:

–       tax leakages remain widespread,

–       citizens feel services do not match taxation,

–       corruption perceptions are high,

–       government spending lacks transparency, and

–       taxpayers do not feel seen, heard, or valued.

Coercion does not build a tax culture. Engagement does. Policy does not create legitimacy. Accountability does.

If the Federal Government wants Nigerians to freely participate in the tax system, it must earn legitimacy first, not mandate compliance through financial restrictions.

What the Government Should Do Instead: A Smarter Path to Tax Reform

Instead of enforcing a policy that may backfire economically and socially, the Federal Government can adopt four smarter, people-centred alternatives.

–       Automatic TIN Issuance Linked to NIN and BVN

Rather than forcing Nigerians to apply manually, the government should:

  • auto-generate TINs for all existing BVN/NIN holders,
  • send the TINs via SMS, email, and bank alerts,
  • allow self-activation only when needed for tax obligations.

This eliminates queues, delays, and confusion.

–       Build a Voluntary Tax Compliance Culture Through Transparency and Incentives

Tax morale improves when citizens see value. Government should:

  • publish annual audited reports of tax revenue use,
  • incentivise compliant taxpayers with benefits (priority access to government grants, credit scoring, etc.),
  • simplify tax filings for small businesses.

People comply more when they feel respected, not coerced.

–       Target High-Value Tax Evaders, Not Low-Income Account Holders

Nigeria’s real tax leakages come from:

  • large corporations shifting profits,
  • politically exposed persons,
  • illicit financial flows,
  • multinational tax avoidance strategies,
  • the informal “big money” class operating outside the banking system.

Instead of threatening small depositors, the government should strengthen:

  • FIRS intelligence and investigation units,
  • inter-agency data integration (CAC, Customs, Immigration),
  • beneficial ownership transparency enforcement.

The fight against tax evasion should focus on those hiding billions, not those depositing thousands.

–       Strengthen Digital Tax Platforms for Easy Self-Registration and Compliance

If tax registration becomes as easy as opening a social media account, compliance will rise naturally. The government should build:

  • a mobile-first tax app,
  • simplified online TIN retrieval,
  • one-click tax filing for gig workers and small traders.

Digital convenience can achieve what regulatory coercion cannot.

Reform Should Not Punish the Public

No doubt, tax reforms are needed urgently, but they must come with a human face, an intelligent, equitable, and aligned with the realities of ordinary Nigerians.

The TIN-for-bank-accounts policy, while well-intentioned, risks undermining financial inclusion, triggering economic instability, and imposing unnecessary burdens on millions who are not tax evaders but survival-based earners.

Good tax policy is built on trust, not fear. On transparency, not threats. On civic legitimacy, not administrative compulsion.

If the Federal Government truly wants to modernise Nigeria’s tax system, it must focus not on restricting citizens’ access to their own money, but on:

  • repairing tax trust,
  • digitising compliance,
  • targeting the real evaders, and
  • making participation easier, not harder.

Financial inclusion took Nigeria decades to build. We cannot afford a policy that carelessly reverses these gains.

A better tax system is possible, but it must start with the people, not with their bank accounts.

Blaise, a journalist and PR professional, writes from Lagos, can be reached via: [email protected]

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