This document is the **Investments and Securities Act, 2025** of the Federal Republic of Nigeria. It was published as a supplement to the *Official Gazette* on May 2nd, 2025.
**Key Provisions:**
* **Repeal and Enactment:** The Act repeals the Investments and Securities Act, No. 29, 2007, and establishes the Securities and Exchange Commission (the “Commission”) as the apex regulatory authority for the Nigerian capital market.
* **Objectives of the Commission (SEC):** The SEC’s objectives include acting in the public interest with regard to investor protection and the maintenance of fair, efficient, and transparent markets. It also aims to prevent market abuse and insider dealing, contribute to systemic risk reduction and financial stability, and ensure capital market development and capital formation.
* **Functions and Powers of the Commission:** The SEC is mandated to:
* Regulate investments and securities business in Nigeria.
* Register and regulate various entities, including securities exchanges, commodities exchanges, virtual and digital asset exchanges, collective investment schemes, securities depository companies, and credit rating agencies.
* Review and approve takeovers and business combinations of public companies.
* Intervene in the management of capital market operators and public companies that have acted detrimentally to investors’ interests, or are failing/in crisis.
* Impose administrative caution, lien, or seek judicial orders to freeze the assets of persons under investigation.
* **Establishment of the Governing Board:** The Commission is governed by a Board, responsible for policy and general administration. The Board includes a part-time Chairman, a Director-General, three full-time Commissioners, and representatives from the Central Bank of Nigeria, the National Pension Commission, and the Federal Ministry responsible for finance. The Director-General and full-time Commissioners require Senate confirmation.
* **Structure of the Act:** The Act is organized into 18 Parts, covering the establishment and powers of the SEC, financial provisions, regulation of securities exchanges, financial market infrastructures, capital market operators, trading in securities, takeovers, collective investment schemes, investor protection fund, commodities exchange and warehouse receipts, issuance of securities, and the Investments and Securities Tribunal.