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In a significant milestone for Nigeria’s financial ecosystem, President Bola Ahmed Tinubu has signed into law the Investments and Securities Act (ISA) 2025, effectively repealing the ISA 2007. The newly enacted legislation is designed to modernize Nigeria’s capital market regulations, reinforce investor protection, and elevate the country’s financial market to international standards.
The ISA 2025 confers broader regulatory powers on the Securities and Exchange Commission (SEC), enabling it to enforce compliance, tackle fraud, and foster transparency more effectively. According to SEC Director General, Emomotimi Agama, the Act brings Nigeria’s market operations in line with global best practices and ensures full compliance with IOSCO’s Enhanced Multilateral Memorandum of Understanding (EMMoU)—retaining the SEC’s coveted “Signatory A” status.
Key Reforms Introduced by ISA 2025
1. Expanded Regulatory Scope
One of the most notable features of the new Act is its classification of securities exchanges into Composite and Non-composite categories. Composite exchanges can list and trade all securities types, while Non-composite exchanges are limited to specific asset classes. This provides a flexible structure for capital market operations.
2. Recognition of Digital Assets
For the first time in Nigerian legislation, digital and virtual assets—such as cryptocurrencies—are officially classified as securities. Virtual Asset Service Providers (VASPs), Digital Asset Operators (DAOPs), and Exchanges now fall under the SEC’s oversight. This move is aimed at promoting innovation while reducing the risks associated with unregulated digital markets.
3. Tighter Measures Against Ponzi Schemes
The Act explicitly prohibits illegal investment schemes such as Ponzi and pyramid schemes. Offenders are now liable to a fine of at least ₦20 million, a jail term of up to 10 years, or both. This provision is expected to serve as a strong deterrent to fraudulent operators who prey on unsuspecting Nigerians.
4. Strengthening the Tribunal System
The Act revamps the Investments and Securities Tribunal (IST) by updating its composition, appointment procedures, and jurisdiction. These changes are intended to enhance the Tribunal’s efficiency in resolving disputes and upholding market integrity.
5. Legal Framework for Commodities Trading
Another groundbreaking provision is the formal inclusion of commodities exchanges and warehouse receipts within the SEC’s regulatory ambit. This sets the stage for the development of a robust commodities market in Nigeria, opening new investment opportunities and improving agricultural value chains.
6. Broader Issuer Participation
ISA 2025 expands the categories of entities eligible to raise funds from the capital market. This allows for increased participation by commercial entities and sub-national governments (state and local), offering new pathways for funding public infrastructure and social services through the market.
7. Systemic Risk Management
The Act also introduces modern mechanisms to monitor and manage systemic risk in the financial system. This aligns with global standards in safeguarding financial stability, especially as the market welcomes increasingly complex products.
8. Enhanced Transparency and Investor Confidence
Capital market participants are now required to use Legal Entity Identifiers (LEIs), a global standard for identifying legal entities involved in financial transactions. This requirement boosts traceability and promotes transparency in securities trading.
Financial Literacy, Financial Security and Financial Planning Illustration.
A Forward-Looking Legislative Milestone
According to Agama, the ISA 2025 marks a transformative step toward building a dynamic, inclusive, and secure capital market. “The new Act empowers the SEC to foster innovation, protect investors more efficiently, and reposition Nigeria as a top destination for domestic and foreign investments,” he noted.
Agama praised the National Assembly for its bipartisan commitment and robust stakeholder engagement throughout the legislative process. He also commended the Ministry of Finance for its strategic guidance in aligning the ISA 2025 with Nigeria’s broader economic goals.
Final Thoughts
ISA 2025 is more than a regulatory overhaul—it is a bold step toward future-proofing Nigeria’s capital market. By embracing digital finance, expanding access to funding, and tightening enforcement, the Act positions Nigeria to compete more effectively in the global financial landscape.
For investors, market operators, and policymakers, the message is clear: a stronger, safer, and more transparent capital market era has begun.
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