Description
The Investment And Securities Act 2025
The Investments and Securities Act, 2025 (“ISA 2025”) represents a major legislative reform, replacing the repealed Investments and Securities Act of 2007 (“repealed Act”). This ISA 2025 modernizes Nigeria’s securities and capital markets framework in line with global best practices. The Act reinforces regulatory oversight, safeguards investor interests, and tackles evolving market challenges, promoting a transparent and efficient marketplace that mitigates systemic vulnerabilities.
The Act sets out clearer provisions on the composition and duties of the Board of the Securities and Exchange Commission (“SEC” or the “Commission”), the apex regulator of Nigeria’s capital market, thereby fostering greater transparency and accountability in its governance.
This article aims to highlight the key amendments of the ISA 2025 and how it affects our
An important turning point in the development of Nigeria’s capital market has been reached as President Bola Ahmed Tinubu signed the Investment and Securities Act 2025 (ISA 2025) into law in the month of march 2025. The Investment and Securities Act of 2007 (ISA 2007) is repealed by this new law, which also makes extensive reforms to improve investor protection, bolster market supervision, and bring Nigeria’s financial markets into line with international best practices.
The Investment and Securities Act 2025 lays out a thorough framework for registering and overseeing security exchanges. This is stated under Section 3(3)(d) of the Investment and Securities Act of 2025. It additionally includes specialized rules for establishing and running Financial Market Infrastructures (FMIs) as well as acknowledging Self-regulatory Organizations (SROs) and trade alliances as stipulated under Section 59 of the same Act. New market entities must adhere to the guidelines set forth when seeking permission to function. Simultaneously, existing operations will undergo periodic reviews to ensure ongoing conformity. Though comprehensive, there is room for clarification and expansion on certain technical points to further bolster transparency and standardization across the financial sector.
To promote stability, the Act establishes a clear regulatory framework for entities such as Clearing Houses, Central Counter parties, and Trade Depositories. These entities play a crucial role in ensuring secure and transparent transactions in the capital market.
The Act specifies the roles and responsibilities of these organizations, such as the need for securities exchanges to keep accurate books of accounts, the need for SROs to act in the public interest and safeguard investors, and the requirement that listing rule amendments be approved. (See The Investment and Securities Act of 2025, Part I, Sections 4 and 60.)
The Act also gives the Securities and Exchange Commission (SEC) the authority to review disciplinary actions taken by securities exchanges, issue directives to them, and, in certain situations, revoke their certificates of registration.
