Introduction

The recently enacted Investments and Securities Act 2025 (“ISA 2025” or the “Act”) marks a significant milestone in Nigeria’s financial regulatory landscape. As the backbone of the country’s capital markets regulatory framework, the Act introduces several key reforms aimed at enhancing regulatory oversight, bolstering investor confidence, and aligning Nigeria’s securities laws with global best practices.

From strengthening the regulatory prerogative of the Securities and Exchange Commission (“SEC” or the “Commission”) to enhancing its investigative and enforcement powers, the ISA 2025 equips the Commission with increased authority to combat illegal investment schemes and manage systemic risk, and expands the licensing categories in the market. The Act also expands investor protection mechanisms and refines the regulatory framework for mergers and acquisitions involving public companies.

With these sweeping reforms, the ISA 2025 is poised to create a more transparent, efficient, and resilient capital markets ecosystem, with the objective of fostering economic growth and attracting both local and foreign investment.

This article sets out some of the key provisions of the Act and their implications for Nigeria’s evolving financial ecosystem.

Expanded Regulatory Prerogative of the Commission

The ISA 2025 reinforces the independence of the SEC, ensuring its ability to execute its regulatory functions.[1] This aligns with the International Organisation of Securities Commissions (IOSCO) principles, which require that securities regulators have sufficient authority, resources, and capacity.[2]

Key enhancements to SEC’s mandate include:

• the extension of the list of entities regulated by the Commission to include virtual and digital asset exchanges,[3] virtual asset service providers, digital asset operators and credit enhancement facility providers;[4]
• the registration and regulation of collateral management companies, warehouse operators, warehouses and electronic warehouse receipts, ensuring efficient trading of commodities on commodities exchanges;[5]
• the registration and regulation of online forex trading activities, platforms and intermediaries;[6] and
• the extension of the powers of the Commission to include the power to penalise sponsors of prohibited schemes such as ponzi schemes or pyramid schemes.[7]

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[1] Section 1(3) of the ISA 2024.

[2] IOSCO Objectives and Principles of Securities Regulation.

[3] Section 3(3)(b) of the ISA 2024.

[4] Section 3(3)(i) of the ISA 2024.

[5] Section 3(3)(m) and (n) of the ISA 2024.

[6] Section 3(3)(o) of the ISA 2024.

[7] Section 196 of the ISA 2024.