COMMERCIALISATION OF NNPC LIMITED UNDER THE PETROLEUM INDUSTRY ACT2021: CORPORATE AUTONOMY OR PERSISTENT STATE CONTROL?

Abstract

This paper critically examines the commercialisation of NNPC Limited under the Petroleum Industry Act 2021, with particular focus on whether the transformation of the Nigerian National Petroleum Corporation into a limited liability company has resulted in genuine corporate autonomy or merely preserved state dominance in another form. Adopting a doctrinal legal research methodology, the paper evaluates the legal, regulatory, and institutional frameworks introduced by the Petroleum Industry Act 2021, especially the restructuring of NNPC Limited into a profit-driven commercial entity governed principally by the Companies and Allied Matters Act 2020. The study analyses the extent to which these reforms align with global best practices relating to state-owned oil corporations and corporate governance. The paper identifies several persistent challenges that continue to undermine the commercial independence of NNPC Limited, including exclusive government ownership, politically influenced board appointments, policy-driven obligations, overlapping institutional mandates, and inadequate transparency mechanisms. It argues that these factors weaken market discipline, reduce operational independence, and discourage investor confidence despite the formal commercial status conferred on the company. The paper concludes that the attainment of genuine corporate autonomy and commercial viability requires deliberate insulation of NNPC Limited from political interference and a clearer separation between regulatory responsibilities and commercial functions. Consequently, it recommends reforms such as partial privatisation, independent and merit-based board appointment processes, stronger transparency obligations, and legislative clarification of institutional roles to ensure sustainable governance and operational efficiency.