Foreign-Currency Legal Fees In Nigeria: Where Professional Regulation Ends And Criminal Liability Begins -By Oluwaleye Adedoyin Grace

1. INTRODUCTION

The question of whether Nigerian lawyers may charge their clients in foreign currency has suddenly moved from the confines of professional practice into the center of a broader legal debate. This follows a recent warning by the Economic and Financial Crimes Commission (EFCC) against lawyers who charge or demand legal fees in foreign currencies, particularly United States dollars. The Commission reportedly stated that lawyers engaging in such practices could be investigated and prosecuted.

The warning has, however, generated an important question: where exactly does Nigerian law draw the line between a permissible foreign-currency transaction and conduct capable of attracting criminal liability?

At first glance, the issue may appear straightforward. The naira is Nigeria’s legal tender, and Nigerian law contains restrictions concerning the use of foreign currency within the country. Yet, the matter becomes less certain when the distinction between denominating a professional fee in dollars, agreeing to payment in dollars, and actually receiving foreign currency is considered.

This article therefore examines the legal foundation of the EFCC’s position, the statutory framework governing foreign-currency transactions, and the distinction between professional regulation and criminal liability. It considers whether the mere charging of legal fees in foreign currency constitutes a criminal offence, or whether additional elements must be established before criminal liability can arise.

2. UNDERSTANDING THE EFCC’S POSITION

The controversy began following a warning issued by the Economic and Financial Crimes Commission (EFCC) against legal practitioners who charge their clients in foreign currencies. The warning was given during a meeting between officials of the EFCC and the Nigerian Bar Association (NBA) Lagos Task Force on Illegal Practice of Law. The Commission expressed concern over what it described as illegal and unethical practices within the legal profession and stated that lawyers found charging professional fees in foreign currencies could face investigation and prosecution.

The EFCC’s position appears to be founded on the broader regulatory concern surrounding foreign-currency transactions in Nigeria. The Commission has also emphasized its role in combating economic and financial crimes and enforcing applicable financial laws.

Importantly, the EFCC’s warning does not suggest that lawyers are exempt from financial regulation merely because they are legal practitioners. Law firms and independent legal practitioners fall within the category of Designated Non-Financial Businesses and Professions subject to Nigeria’s anti-money laundering framework, with the Special Control Unit Against Money Laundering (SCUML) having supervisory responsibilities in this area.

The difficulty, however, lies in determining what specific conduct constitutes a criminal offence. While the EFCC has stated that lawyers who charge clients in foreign currencies may be prosecuted, the initial report of the warning did not identify the particular statutory provision under which the mere charging of a professional fee in foreign currency would constitute an offence.

This distinction is significant. The existence of regulatory restrictions on foreign-currency transactions does not, without more, answer whether every foreign-currency legal fee amounts to a criminal offence. The precise scope of the law therefore requires closer examination.

3. WHAT DOES NIGERIAN LAW SAY ABOUT THE NAIRA AND FOREIGN CURRENCY?

The starting point is the Central Bank of Nigeria Act 2007. Section 20(1) provides that currency notes issued by the Central Bank of Nigeria (CBN) shall be legal tender in Nigeria at their face value for the payment of any amount. More significantly, section 20(5) provides that a person who refuses to accept the Naira as a means of payment commits an offence, subject to the circumstances and conditions prescribed by the CBN for the use of other currencies as a medium of exchange.

This provision establishes the Naira as Nigeria’s legal tender, but it raises an important question: does making the Naira legal tender automatically make every agreement expressed or payable in a foreign currency criminal?

The answer is not necessarily straightforward. The distinction is important because legal tender and contractual denomination are not necessarily synonymous. A legal obligation may be expressed by reference to a foreign currency without necessarily meaning that the parties have unlawfully refused the Naira as a means of payment. Nigerian judicial decisions have considered circumstances in which parties agreed to obligations denominated in foreign currency, although the enforceability of such arrangements depends on the facts and the applicable regulatory framework.

There is, however, a further regulatory layer. The CBN issued its Circular on Currency Substitution and Dollarization of the Nigerian Economy in 2015, warning against the pricing or denomination of goods and services in Nigeria in foreign currency, subject to applicable regulatory exceptions. This means that the argument cannot simply be that “the CBN Act does not expressly prohibit dollars; therefore, anything is permissible.” The circular and other applicable foreign-exchange regulations must also be considered.

The real legal issue, therefore, is not merely whether the Naira is legal tender. It is whether the particular conduct of a lawyer in denominating, demanding or receiving a foreign-currency professional fee violates a specific legal prohibition and, if so, whether that violation carries criminal consequences.

4. DENOMINATION IS NOT NECESSARILY PAYMENT

A crucial distinction in this debate is the difference between denominating an obligation in a foreign currency and actually making or receiving payment in that currency. The two concepts should not automatically be treated as legally identical.

For example, stating that a lawyer’s professional fee is US$5,000 does not necessarily answer the further question of how that obligation is to be discharged. The parties may agree to settle the naira equivalent of that amount, or the circumstances of the transaction may permit payment through an authorized foreign-exchange channel. Conversely, an agreement that expressly requires the physical payment or transfer of US dollars within Nigeria raises a different regulatory question.

This distinction has received judicial consideration. In Adedipe v Oracle Software Nigeria Ltd, the National Industrial Court considered a contractual obligation expressed in United States dollars and examined the implications of the Central Bank of Nigeria Act. The decision is relevant because it demonstrates that the mere fact that an obligation is denominated in foreign currency does not, without more, resolve the question of its legality.

This does not mean that every dollar-denominated legal fee is automatically lawful. The legality of a particular transaction must still be tested against applicable legislation, regulations and the circumstances surrounding the payment.

The distinction is therefore significant to the present controversy. If the EFCC’s position is that the mere denomination of a lawyer’s professional fee in dollars constitutes a criminal offence, the precise statutory basis for that conclusion must be identified. If, however, the concern is the actual receipt or use of foreign currency in circumstances prohibited by law, the analysis may be materially different.

Ultimately, denomination, payment and criminal liability should not be collapsed into a single concept. Each requires separate legal consideration.

5. CAN CHARGING IN DOLLARS AMOUNT TO A CRIMINAL OFFENCE?

The central question is not merely whether charging legal fees in foreign currency is discouraged or contrary to a regulatory policy. The more fundamental question is whether such conduct, without more, constitutes a criminal offence.

Section 36(12) of the Constitution of the Federal Republic of Nigeria 1999 provides that a person shall not be convicted of a criminal offence unless that offence is defined and its penalty prescribed in a written law. This embodies the fundamental principle that criminal liability must have a clear legal foundation.

Accordingly, where the EFCC proposes to investigate or prosecute a lawyer for charging a client in dollars, it must be possible to identify the particular written law that creates the offence and establishes the applicable penalty. The fact that the Naira is Nigeria’s legal tender does not, by itself, answer that question.

This distinction was significant in Adedipe v Oracle Software Nigeria Ltd, where the National Industrial Court considered the effect of sections 15 and 20 of the Central Bank of Nigeria Act on a foreign-currency-denominated contractual obligation. The Court found no express provision in those sections making the mere denomination of an obligation in foreign currency illegal. It further distinguished the statutory treatment of payment from the denomination of an obligation.

The implication is not that foreign-currency legal fees are automatically lawful. Rather, criminal liability cannot be inferred merely from the fact that dollars appear in a lawyer’s fee arrangement. There must be a specific statutory prohibition applicable to the particular conduct.

This is especially important because a regulatory breach, professional misconduct and a criminal offence are legally distinct. A lawyer may potentially violate a professional rule or regulatory requirement without necessarily committing an offence punishable by criminal law.

Therefore, the decisive question is not simply whether the EFCC considers dollar-denominated legal fees illegal or unethical. It is whether the conduct falls within a clearly defined offence under a written law and whether the essential elements of that offence can be established against the particular lawyer.

6. HOW FAR DOES THE JURISDICTION OF EFCC EXTENDS?

The fact that the EFCC may investigate financial activities involving legal practitioners is not in dispute. Lawyers are not immune from the operation of laws relating to economic and financial crimes, money laundering and other unlawful financial transactions. Indeed, legal practitioners and law firms fall within Nigeria’s anti-money laundering regulatory framework.

The more difficult question is whether that jurisdiction extends to determining the currency in which a lawyer may charge professional fees.

The EFCC is principally an investigative and prosecutorial agency established to combat economic and financial crimes. Its powers cannot, therefore, be divorced from the offences created by written law. Where a lawyer receives a client’s money as proceeds of crime, launders illicit funds, participates in fraud or engages in another transaction constituting an economic or financial crime, the lawyer may properly come within the EFCC’s investigative mandate.

That, however, is different from saying that the EFCC possesses a general power to regulate professional fees or determine the permissible currency for every legal transaction.

This distinction has already attracted criticism from within the legal profession. The Chairman of the NBA Anaocha Branch, Dr Uzoma Charles Dioha, recently argued that the EFCC should not exceed its statutory mandate by attempting to regulate how legal practitioners are paid.

The issue, therefore, is one of jurisdiction and statutory authority. If charging or receiving a foreign-currency legal fee constitutes an offence under a specific written law, the EFCC may investigate and prosecute where its statutory requirements are satisfied. But if the complaint is merely that the professional fee was denominated in dollars, the Commission must first establish the specific legal prohibition that converts that conduct into an offence.

The EFCC’s legitimate role in combating financial crime should therefore be distinguished from a general regulatory power over the remuneration of lawyers.

7. THE LEGAL PROFESSION’S OWN REGULATORY FRAMEWORK

The regulation of lawyers’ remuneration in Nigeria is not without a legal framework. Section 15 of the Legal Practitioners Act establishes the Legal Practitioners Remuneration Committee, while the Legal Practitioners (Remuneration for Business, Legal Services and Representation) Order 2023 provides a framework for the remuneration of legal practitioners for specified professional services. The Order defines remuneration broadly to include professional fees, charges, commission and other rewards payable for services rendered.

The existence of this framework is significant to the present debate. It demonstrates that the question of what lawyers may charge their clients is not an entirely unregulated area. The 2023 Order prescribes scales of charges for different categories of legal services and provides a regulatory structure within which professional remuneration is to be considered.

This does not, however, mean that the EFCC is excluded whenever a lawyer receives or demands a foreign-currency payment. A lawyer remains subject to generally applicable laws, including laws relating to money laundering and economic and financial crimes. The more precise question is whether the currency in which a professional fee is expressed or paid, standing alone, constitutes an offence enforceable by the EFCC.

Professional regulation and criminal enforcement should therefore be kept conceptually separate. A breach of the rules governing legal practitioners may attract professional consequences, while conduct that satisfies the elements of a criminal offence may attract investigation and prosecution by the appropriate law-enforcement authority.

The existence of the Remuneration Order consequently does not, by itself, answer the foreign-currency question. Rather, it reinforces the need to identify the precise legal source of any prohibition and to determine whether the alleged conduct amounts to professional misconduct, regulatory non-compliance, or a criminal offence.

The distinction matters because not every violation of a professional or regulatory rule necessarily becomes an economic and financial crime.

8. WHERE THE EFCC MAY HAVE A STRONGER CASE

The argument that the mere charging of legal fees in foreign currency may not, without more, constitute a criminal offence should not be interpreted as placing lawyers beyond the reach of the EFCC. There are circumstances in which the Commission would have a legitimate basis to investigate a lawyer in connection with a foreign-currency transaction.

For instance, where a lawyer receives funds suspected to be proceeds of crime, participates in money laundering, facilitates fraud, conceals illicit assets, or otherwise becomes involved in a transaction that satisfies the elements of an economic or financial offence, the fact that the payment is described as a professional fee cannot shield the transaction from investigation. Lawyers, like other professionals, remain subject to laws designed to prevent the use of legitimate businesses and professional relationships to facilitate financial crimes.

The EFCC’s current position should therefore not be understood as meaning that foreign currency itself is the crime. Rather, the critical question should be what the foreign-currency transaction represents and whether the conduct falls within a specific offence created by law.

This distinction is particularly important because the Commission has stated that it is already handling two cases involving lawyers who allegedly charged clients in dollars.  The existence of those investigations, however, does not by itself establish that every lawyer who charges a foreign-currency fee has committed an offence. The facts of each case and the specific statutory provisions relied upon remain crucial.

Consequently, the stronger position is neither that the EFCC has no authority over lawyers nor that every dollar-denominated legal fee is criminal. The legality of each transaction must be determined by the applicable law, the nature of the transaction and the conduct of the parties involved.

This approach preserves the EFCC’s legitimate mandate to combat economic and financial crimes while ensuring that criminal liability is not imposed merely by assumption.

9. PRACTICAL IMPLICATIONS FOR LAWYERS AND CLIENTS

The controversy has practical consequences for both legal practitioners and their clients. Until the legal position is clarified, lawyers who ordinarily structure their professional fees in foreign currency may face uncertainty as to whether such arrangements could attract regulatory scrutiny or criminal investigation.

For lawyers, the immediate concern should be compliance and documentation. Where a matter involves an international client, a foreign transaction or another legitimate reason for reference to a foreign currency, the basis and method of payment should be clearly documented. Lawyers should also ensure that their fee arrangements comply with applicable professional, foreign-exchange and anti-money laundering requirements.

For clients, the EFCC’s warning creates a corresponding need for caution. A client should not assume that every demand for payment in dollars is automatically unlawful, but neither should a lawyer’s professional status be treated as justification for ignoring applicable financial regulations.

The uncertainty may be particularly significant in cross-border commercial transactions, international arbitration and matters involving foreign clients, where foreign currency may naturally form part of the underlying transaction. A blanket interpretation that treats every reference to foreign currency as criminal could create practical difficulties for legal practitioners involved in legitimate international business.

At the same time, the EFCC’s warning means that lawyers cannot simply disregard the issue. The Commission has stated that it will prosecute practitioners found culpable and has disclosed that two cases involving lawyers who allegedly charged clients in dollars are already before it.

The practical lesson, therefore, is one of caution rather than assumption. Until the courts or relevant regulatory authorities provide clearer guidance, lawyers should carefully structure their fee arrangements and ensure that any foreign-currency component has a clear legal and commercial basis.

10. RECOMMENDATIONS

The present controversy demonstrates the need for greater clarity in the regulation of foreign-currency legal fees in Nigeria.

First, the relevant regulatory authorities should provide clear and specific guidance on whether lawyers may denominate professional fees in foreign currency, and distinguish this from the actual receipt or payment of foreign currency. Such guidance would reduce uncertainty for both practitioners and clients.

Second, where the EFCC considers a particular foreign-currency fee arrangement to constitute a criminal offence, it should identify the specific statutory provision creating the offence and prescribing its punishment. This would ensure that enforcement remains consistent with the constitutional requirement that criminal liability must be founded on written law.

Third, the Nigerian Bar Association and other relevant professional bodies should issue practical guidance to lawyers on structuring fee agreements involving foreign clients, cross-border transactions and foreign currency. Such guidance should address professional remuneration, foreign-exchange compliance and anti-money laundering obligations.

Fourth, lawyers should exercise caution by properly documenting the basis, currency and method of payment of their professional fees and ensuring compliance with applicable laws and professional regulations.

Finally, there should be greater coordination between the EFCC, the Central Bank of Nigeria and the regulatory bodies responsible for the legal profession. A clear regulatory position is preferable to uncertainty that leaves practitioners relying on competing interpretations of the law.

Ultimately, the objective should not merely be to restrict foreign-currency transactions, but to establish a clear, predictable and legally enforceable framework that protects the integrity of Nigeria’s financial system without creating criminal liability where the law has not clearly provided for it.

11. CONCLUSION

The EFCC’s warning has brought an important but unsettled question to the forefront of Nigerian legal practice: does charging a client in foreign currency, without more, constitute a criminal offence?

The answer cannot be determined simply by pointing to the Naira as Nigeria’s legal tender. The law must be examined more carefully, particularly the distinction between denominating a professional fee in foreign currency, agreeing to payment in foreign currency and actually receiving or using foreign currency in circumstances prohibited by law.

There is undoubtedly a legitimate role for the EFCC where a lawyer’s financial activities involve money laundering, fraud, proceeds of crime or another identifiable economic or financial offence. However, the existence of an EFCC mandate to investigate financial crimes should not be confused with a general power to regulate lawyers’ professional fees.

At the heart of the matter is the constitutional principle that criminal liability must have a clear foundation in written law. If the mere denomination or receipt of a foreign-currency legal fee is to constitute a criminal offence, the precise statutory provision creating that offence should be identifiable.

The controversy therefore calls for clarity rather than speculation. Lawyers should comply with applicable professional and financial regulations, while enforcement authorities should ensure that prosecution is grounded in clearly established offences.

Ultimately, the question is not simply whether a lawyer charges in dollars. The more important question is: where is the law that makes the particular conduct a criminal offence?

REFERENCES

Constitution of the Federal Republic of Nigeria 1999 (as amended), s 36(12).

Central Bank of Nigeria Act 2007, ss 15 and 20.

Foreign Exchange (Monitoring and Miscellaneous Provisions) Act 1995 (as amended).

Legal Practitioners Act, Cap L11, Laws of the Federation of Nigeria 2004, s 15.

Rules of Professional Conduct for Legal Practitioners 2023.

Mr. Akindele Adedipe v. Oracle Software Nigeria Limited (Unreported) Suit No: NICN/LA/214/2016

Premium Times, ‘EFCC warns lawyers against charging clients in dollars’ (15 September 2026).

The Sun, ‘EFCC lacks power to regulate lawyers’ fees, ban foreign currency charges – NBA Anaocha chairman’ (15 September 2026).

Olugbenga Soyele, ‘EFCC Threatens To Prosecute Lawyers Charging Clients In Dollars’ (LEADERSHIP, 15 September 2026) available at https://leadership.ng/efcc-threatens-to-prosecute-lawyers-charging-clients-in-dollars/ accessed 15th Sept. 2026

Victor Sunday, ‘Is The EFCC Also Among The Prophets?’ (TheNigeriaLawyer, 15 September 2026) available at https://thenigerialawyer.com/is-the-efcc-also-among-the-prophets/ accessed 15th Sept. 2026

Imran Ridwan, ‘EFCC, Legal Fees And Foreign Currency: Where Does The Law Stand?’ (TheNigeriaLawyer, 15 September 2026) available at https://thenigerialawyer.com/efcc-legal-fees-and-foreign-currency-where-does-the-law-stand accessed 15th Sept. 2026

Oluwaleye Adedoyin Grace, LLB. (Hons.)

Oluwaleyeadedoyingrace2001@gmail.com or 08106289069