The Investment and Securities Act 2025 (ISA 2025), signed into law by President Bola Ahmed Tinubu in March 2025 is the most comprehensive reform of Nigeria’s capital market legislation in nearly two decades. It repealed the Investment and Securities Act 2007 and provides for a new restructured framework to accommodate new asset classes and to significantly expand the enforcement powers of the Securities and Exchange Commission (SEC) so as to align Nigeria’s capital markets with world standards.
This article highlights six changes that are important to public companies, issuers, capital market operators including virtual/digital assets businesses in Nigeria.
- The SEC is now the primary authority for approving M&A involving public companies
The SEC now has the primary authority to approve mergers and acquisition of public companies. The Investments and Securities Act (ISA) 2025 in Nigeria reasserts the Securities and Exchange Commission’s (SEC) primary jurisdiction over public company mergers and acquisitions, following the disruption of its previous monopoly by the 2018 FCCPA. This legislation establishes a complex, dual-regulatory environment requiring simultaneous compliance for both SEC and FCCPC approvals. Advisors must recalibrate transaction strategies to navigate parallel filings and heightened regulatory coordination.
- Digital and virtual assets are now formally regulated securities
The new ISA 2025 classifies virtual and digital assets including cryptocurrencies, tokenised securities and digital investment contracts, as securities regulated by the SEC. For FinTechs, operators of digital assets and Virtual asset Service Providers (VASPs), who have been mired in the grey area between CBN and SEC regulatory authority now have clear regulatory certainty as to their classification and the regulatory authority to be subject to in respect of licensing and their business activities. Operators must register and satisfy capital requirements and adhere to disclosure and investor protection obligations as all registered capital market operators are obligated to do.
- Crowdfunding intermediaries are now formally recognised
The Securities and Exchange Commission (SEC) set the framework for crowdfunding in Nigeria by way of its 2021 Rule on Crowdfunding. This is now complemented by the Investments and Securities Act (ISA) 2025 which consolidates Nigeria’s crowdfunding landscape. The new law converts former regulatory guidelines into statutory law, creating a more robust legal framework for intermediaries and the protections for micro-investors. Platforms enabling raising equity or debt for retail investors should consider their registration status, operating terms and investor agreements in the light of the new legislative framework.
- The SEC can now appoint directors to public companies
In an unprecedented expansion of its regulatory powers under the ISA 2025, the SEC can nominate independent non-executive directors to the boards of directors of public companies where it has intervened or taken regulatory action. This is material enforcement capability that the ISA 2007 did not provide for. It suggests the legislature intends to give the SEC real corporate governance intervention powers, not just ability to issue financial sanctions.
