President Tinubu Signs Investment and Securities Bill 2025 Into Law

Tinubu Signs Investment and Securities Bill 2025 Into Law to Strengthen Nigeria’s Capital Market

President Bola Tinubu has signed the Investment and Securities Bill (ISB) 2025 into law, marking a significant step in strengthening Nigeria’s capital market framework, enhancing investor protection, and fostering market integrity.

The Securities and Exchange Commission (SEC) confirmed Tinubu’s assent to the bill in a statement on Saturday. The National Assembly had transmitted the bill to the president for approval on February 18, 2025.

According to the SEC, the Investment and Securities Act (ISA) 2025 repeals the Investments and Securities Act No. 29 of 2007, introducing new provisions that align Nigeria’s financial markets with international best practices.

Key Reforms Under the ISA 2025

The head of SEC’s external relations department, Efe Ebelo, emphasized that the new Act introduces transformative changes to ensure market transparency, efficiency, and sustainable growth.

“This landmark legislation strengthens the legal framework of the Nigerian capital market, enhances investor protection, and introduces critical reforms to promote market integrity, transparency, and sustainable growth,” Ebelo said.

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Empowering SEC as the Apex Regulator

The ISA 2025 reaffirms the SEC’s authority as the primary regulator of the Nigerian capital market. It grants the commission enhanced powers to oversee market operations, ensure capital formation, protect investors, and mitigate systemic risks.

According to SEC Director-General Emomotimi Agama, the new Act represents a step forward in modernizing the market and fostering investor confidence.

“By addressing regulatory gaps and introducing forward-looking provisions, the new Act empowers SEC to foster innovation, protect investors more efficiently, and reposition Nigeria as a competitive destination for local and foreign investments,” Agama stated.

He also acknowledged the National Assembly’s role in passing the legislation, praising its bipartisan support and commitment to fostering economic growth.

Recognition of Digital Assets and Investment Contracts

One of the most notable provisions in the Investment and Securities Bill 2025 is its recognition of digital assets and investment contracts as securities. This move brings virtual asset service providers (VASPs) under SEC’s regulatory framework, ensuring stricter oversight of cryptocurrency and digital asset markets in Nigeria.

Additionally, the new law classifies securities exchanges into composite and non-composite exchanges, offering better regulatory clarity for different types of trading platforms.

Strengthening Market Oversight and Innovation

Beyond digital assets, the ISA 2025 introduces several key reforms, including:

• Systemic Risk Monitoring: The Act enhances SEC’s role in tracking and managing systemic risks within the capital market.
• Expanded Issuer Categories: New provisions allow for a broader range of financial instruments and issuers, promoting innovation.
• Regulation of Commodities Exchanges: The Act sets a legal framework for commodities exchanges and warehouse receipts, boosting Nigeria’s agricultural and industrial sectors.
• Fundraising for Sub-National Governments: Restrictions on state and local governments raising funds from the capital market have been removed, offering alternative financing options.
• Mandatory Legal Entity Identifiers (LEIs): The Act introduces LEIs for securities transactions, enhancing transparency in financial dealings.

Crackdown on Ponzi Schemes and Unlawful Investments

A major provision in the new law is the outright prohibition of Ponzi schemes and illegal investment operations. The SEC now has greater authority to investigate and penalize individuals or entities promoting fraudulent investment schemes, thereby protecting Nigerians from financial scams.

A New Era for Nigeria’s Capital Market

The signing of the Investment and Securities Bill 2025 signals a major step toward strengthening Nigeria’s financial system, improving investor confidence, and modernizing the regulatory framework.

With stricter market oversight, enhanced investor protections, and the recognition of digital assets, the new law is expected to attract both local and foreign investments, positioning Nigeria as a more competitive financial hub.

As the SEC begins implementing the ISA 2025, the focus will be on seamless transition from the old framework while ensuring compliance among market operators, investors, and financial institutions.