PRESIDENT Bola Tinubu has signed into law the Investments and Securities Bill (ISB) 2025.
The bill repeals the Investments and Securities Act No. 29 of 2007 and enacts the Investments and Securities Act (ISA) 2025.
The Securities and Exchange Commission (SEC) made this known in a statement by its external relations officer, Efe Ebelo, on Saturday, March 29.
It said the legislation would strengthen the legal framework of the Nigerian capital market, enhance investor protection, and introduce critical reforms to promote market integrity, transparency, and sustainable growth.
According to SEC, the enactment of the ISA 2025 reaffirms the authority of the SEC as the apex regulatory authority of the Nigerian Capital Market as well as to regulate the market to ensure capital formation, the protection of investors, and maintenance of fair, efficient and transparent market and reduction of systemic risks.
It also introduces transformative provisions to further align Nigeria’s market operations with international best practices.
“The Act enhances the regulatory powers of the SEC in a manner comparable with benchmark global securities regulators. These enhanced powers and functions ensure full conformity with the requirements of IOSCO’s Enhanced Multilateral Memorandum of Understanding (EMMoU), enabling the SEC to retain its “Signatory A” status and enhancing the overall attractiveness of the Nigerian capital market,” SEC’s Director General, Emomoitimi Agama, said.
Other notable provisions of the ISA 2025 include the classification of exchanges, the inclusion of provisions on financial market infrastructures, and the expansion of the definition and understanding of securities, he said.
Agama pointed out that the Act explicitly recognises virtual/digital assets and investment contracts as securities and brings virtual asset service providers (VASPs), digital asset operators (DAOPs) and digital asset exchanges under the SEC’s regulatory purview.
“Comprehensive Insolvency Provisions for Financial Market Infrastructures – The Act introduces provisions that exempt transactions facilitated through or otherwise involving Financial Market Infrastructures from the application of general insolvency laws. Management of Systemic Risk – The Act introduces provisions for the monitoring, management and mitigation of systemic risk in the Nigerian capital market.
“Expansion of the Category of Issuers to the Public- The Act expands the categories of issuers, as a key step towards the introduction of a wide range of innovative products and offerings as well as the facilitation of “commercial and investment business activities”, subject to the approval of the Commission and other controls stipulated in the Act,” he explained.
The Act contains a new part which provides for the regulation of commodities exchanges and warehouse receipts necessary for the development of the entire gamut of the commodities ecosystem.
On the issuance of securities by sub-nationals and their agencies, the SEC boss said salient provisions of the Act addressed existing restrictions in respect of raising funds from the capital market to allow for greater flexibility.
The Act also introduces the mandatory use of legal entity identifiers (LEIs) by participants in capital market transactions to improve transparency in the conduct of securities transactions and expressly prohibits Ponzi Schemes and other unlawful investment schemes, while prescribing stringent jail terms and other sanctions for the promoters of such schemes.
To strengthen the Investments and Securities Tribunal (IST), the Act amends some key provisions in the repealed ISA 2007 pertaining to the composition of the tribunal its constitution, qualification, and appointment of the chief registrar as well as the tribunal’s jurisdiction.
This is to enhance the ability of the tribunal to optimally discharge its mandate, Agama pointed out.
“By addressing regulatory gaps and introducing forward-looking provisions, the new Act empowers the SEC to foster innovation, protect investors more efficiently and reposition Nigeria as a competitive destination for local and foreign investments,” he added.
The Senate had on Wednesday, December 4, 2024, passed the bill on the floor of the chamber, The ICIR reported.