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Daniel Adaji
President Ahmed Tinubu has signed the Investments and Securities Bill (ISB) 2025 into law.
This legislation repeals the Investments and Securities Act No. 29 of 2007 and enacts the Investments and Securities Act 2025, introducing critical reforms aimed at market integrity, transparency, and sustainable growth.
This was disclosed by the Security and Exchange Commission (SEC) in a statement issued on Saturday.
The new Act strengthens the regulatory framework of the Nigerian capital market, reaffirming the SEC as the apex regulatory authority responsible for ensuring capital formation, investor protection, and market stability.
Speaking on the key highlights of the Act, the Director General of the SEC, Dr Emomoitimi Agama, stated, “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.”
The Act introduces a classification of exchanges into Composite and Non-composite Exchanges, with Composite Exchanges listing multiple categories of securities and products, while Non-composite Exchanges focus on a singular type. It also incorporates provisions on Financial Market Infrastructures, such as Central Counterparties, Clearing Houses, and Trade Depositories.
Another major innovation is the explicit recognition of virtual/digital assets and investment contracts as securities, bringing Virtual Asset Service Providers (VASPs), Digital Asset Operators (DAOPs), and Digital Asset Exchanges under the SEC’s regulatory oversight.
Agama also highlighted the Act’s provisions on financial market stability, saying, “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.”
The legislation expands the categories of issuers to promote a diverse range of investment products and strengthens the Investments and Securities Tribunal to enhance its effectiveness. Additionally, it mandates the use of Legal Entity Identifiers (LEIs) for capital market participants to boost transaction transparency and expressly prohibits Ponzi schemes, imposing stringent penalties for offenders.
Agama lauded the President’s assent as a transformative step, stating, “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.”
The SEC also expressed appreciation to the National Assembly, the Minister of Finance, and other stakeholders for their role in enacting the law.
“The 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, emphasising the collaborative efforts that made the ISA 2025 a reality.