President Tinubu Approves Investments and Securities Act 2025

 

Nigeria’s President, Bola Tinubu, has signed the Investments and Securities Act (ISA) 2025 into law, repealing the Investments and Securities Act No. 29 of 2007.

The newly enacted legislation strengthens the legal framework governing Nigeria’s capital market, enhances investor protection, and introduces key reforms aimed at fostering market integrity, transparency, and sustainable growth.

According to a statement issued by the Securities and Exchange Commission (SEC) on Saturday, the ISA 2025 reaffirms the SEC’s authority as the apex regulatory body overseeing the Nigerian capital market.

In a major boost to capital market regulation in Nigeria, President Ahmed Bola Tinubu GCFR, has assented to the Investments and Securities Bill (ISB) 2025, which repeals the Investments and Securities Act No. 29 of 2007 and enacts the Investments and Securities Act 2025. pic.twitter.com/dQEvNZ9qrp

— SEC Nigeria (@SECNigeria) March 29, 2025

The new Act also introduces transformative provisions to further align Nigeria’s market operations with international best practices.

The statement reads, “The Securities and Exchange Commission (SEC) is pleased to announce that resident Bola Tinubu has assented to the Investments and Securities Act (ISA) 2024, which repeals the Investments and Securities Act No. 29 of 2007.”

Commenting on the development, Dr Emomotimi Agama, Director-General of the SEC, lauded the President’s assent as a transformative step for the capital market.

Agama said, “The ISA 2024 reflects our commitment to building a dynamic, inclusive and resilient capital market.

“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.

“We commend all stakeholders within and outside the capital market community for their unwavering solidarity towards the achievement of this historic milestone.

“We solicit their continued collaboration in respect of the effective implementation of the ISA 2024 for the benefit of our economy.

“SEC extends its profound appreciation to the National Assembly for its patriotism and dedication in enacting this new legal framework for the Nigerian capital market.”

Agama noted that the meticulous deliberations, extensive stakeholder engagements, and bipartisan support demonstrated throughout the legislative process highlighted the National Assembly’s resolve to foster economic growth and enhance investor confidence.

“We also commend the Honourable Minister of Finance and Coordinating Minister of the Economy of Nigeria, as well as the Minister of State for Finance, for their invaluable contributions to the realisation of this groundbreaking project.

“Their strategic guidance, policy expertise and steadfast support have ensured that the ISA 2024 aligns with Nigeria’s broader economic objectives.

“The SEC would continue to engage with market operators, investors, and all stakeholders to ensure a seamless transition from the repealed ISA 2007 to the new legal regime established under the ISA 2024,” he said.

The Act enhances the regulatory powers of the SEC in a manner comparable to 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.

Other notable provisions of the ISA 2024 include the classification of exchanges and the inclusion of provisions on financial market infrastructures.

The Act classifies securities exchanges into composite and non-composite exchanges.

A composite exchange is one in which all categories of securities and products can be listed and traded, while a non-composite exchange focuses on a singular type of security or product.

There are also new provisions on financial market infrastructures such as central counterparties, clearing houses, and trade depositories.

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 requirements.

It introduces provisions that exempt transactions facilitated through or otherwise involving financial market infrastructures from the application of general insolvency laws.

The Act introduces provisions for the monitoring, management and mitigation of systemic risk in the Nigerian capital market.

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.

It contains a new part that provides for the regulation of commodity exchanges and warehouse receipts. These provisions are essential to allow for the development of the entire gamut of the commodities ecosystem.

Salient provisions of the Act address existing restrictions in respect of raising funds from the capital market by sub-nationals to allow for greater flexibility in this regard.

The Act introduces the mandatory use of Legal Entity Identifiers (LEIs) by participants in capital market transactions. This stipulation is designed to improve transparency in the conduct of securities transactions.

The Act expressly prohibits Ponzi schemes and other unlawful investment schemes while prescribing stringent jail terms and other sanctions for the promoters of such schemes.

It amends some key provisions in the repealed ISA 2007 about the composition of the Tribunal, constitution of the Tribunal, qualification and appointment of the Chief Registrar, as well as the jurisdiction of the Tribunal to enhance the ability of the Tribunal to optimally discharge its mandate.

 

 

 

NAN