AN ASSESSMENT OF THE INVESTMENTS AND SECURITIES ACT 2025 AND ITS IMPACT ON NIGERIA’S CORPORATE AND CAPITAL MARKETS LANDSCAPE
A year ago, Nigeria’s securities regulatory framework entered a new phase when the Investments and Securities Act 2007 was re-enacted and substantially revised through the Investments and Securities Act 2025 (ISA 2025). Before the 2007 Act, the regulation of Nigeria’s capital markets had evolved through earlier legislative regimes that gradually shaped the modern securities framework. However, after nearly two decades of operating under the Investments and Securities Act 2007, Nigeria’s capital markets and corporate landscape have entered a new era. ISA 2025 was signed into law by President Bola Tinubu on 29th March 2025 and represents the most comprehensive overhaul of Nigeria’s securities regulatory framework in a generation. For corporate and commercial practitioners, its implications go well beyond the capital markets and into the broader corporate and transactional landscape.
One of the most significant shifts under ISA 2025 is the expansion of the Securities and Exchange Commission’s (SEC) supervisory reach. Corporate actions that were previously treated as internal matters, including mergers, acquisitions, takeovers, and business combinations, now require prior SEC approval when public companies are involved. This adds a new regulatory layer that deal teams must factor into transaction timelines from the very outset. Underestimating the time required for SEC review can delay completion and, in competitive processes, cost a party the deal entirely.
The Act also introduces a structured framework for capital raising. Companies seeking to raise funds from the public, whether through equity, debt, or hybrid instruments, must comply with updated prospectus requirements and heightened disclosure obligations. These requirements are not merely procedural. They reflect a deliberate policy choice: investor protection and market confidence are now central to how the law expects companies to conduct themselves. Issuers and their advisers must ensure that offering documents are accurate and filed in accordance with SEC’s requirements before any public solicitation begins.
Equally notable is the formal treatment of collective investment schemes and fund managers. The Act tightens licensing requirements and imposes fiduciary standards that bring Nigeria more closely in line with international best practice. For commercial lawyers advising investment vehicles, fund structures, or asset managers, this demands a careful review of existing arrangements and constitutive documents. Structures that were adequate under the old regime may require amendment to satisfy the new licensing and conduct requirements.
The Act further strengthens enforcement in ways that should concentrate the minds of boards and management teams. SEC now has broader powers to investigate, sanction, and seek civil remedies, including disgorgement of profits obtained through non-compliant conduct. Penalties for violations have been significantly increased, and the Act establishes an Administrative Proceedings Committee to handle enforcement matters with greater speed and consistency. This is not a regulator that can be engaged with selectively or at the last minute. The expectation under ISA 2025 is proactive compliance.
A provision that deserves particular attention is the Act’s treatment of market infractions, including insider dealing and market manipulation. The definitions have been sharpened, the penalties stiffened, and SEC’s investigative tools expanded. For directors, senior officers, and advisers who regularly handle material non-public information, the compliance implications are direct and personal. Robust information barriers, clear trading policies, and well-documented decision-making processes are no longer optional features of good governance. They are legal necessities.
For private companies, the direct impact of ISA 2025 may appear limited. However, the ripple effects are real and should not be underestimated. Any transaction involving a public company counterparty, or any commercial arrangement that touches a listed entity, will now attract greater regulatory scrutiny. Service providers, financiers, and commercial partners of public companies will find that their counterparties are operating under a more demanding compliance regime, and that this shapes how transactions are structured and documented.
The broader signal from ISA 2025 is also worth appreciating. The legislation reflects a deliberate effort to bring Nigeria’s capital markets framework into alignment with global standards. That has implications not only for compliance but for how Nigeria is perceived by foreign investors, rating agencies, and development finance institutions. A stronger regulatory framework, consistently enforced, supports the kind of market confidence that attracts long-term capital.
Companies should revisit their corporate governance frameworks, shareholder agreements, and transaction documentation in light of ISA 2025 without delay. Those that engage proactively with the new requirements will be better positioned to execute transactions smoothly and avoid the delays, penalties, and every reputational risk that regulatory non-compliance invariably brings.
Evita Felix-Okonti, Esq.
Associate Partner and Practice Group Lead, Corporate, Commercial and Industrial Law (CCI)