The Investments and Securities Act 2025, (“ISA” or “ISA 2025”) signed into law in March
2025 by President Bola Ahmed Tinubu, repealed the Investments and Securities Act 2007, (“ISA 2007”) and introduced sweeping reforms aimed at modernising Nigeria’s capital market. These reforms align with global regulatory trends, especially standards set by the International Organization of Securities Commissions (IOSCO). It also positions Nigeria to attract more foreign portfolio and direct investments by ensuring market integrity. It reflects a legislative response to technological disruption, global compliance expectations, market abuse, and the need for subnational capital raising.
This article highlights some of the key provisions of the ISA 2025.
1. Strengthening of the Securities and Exchange Commission as
Apex Regulator
Chapter 1 of the ISA 2025 reaffirms the Securities and Exchange Commission (SEC or the “Commission”) as the principal regulator of the capital market. It extends the SEC’s oversight to previously unregulated areas such as digital asset offerings and expands its enforcement toolkit. The SEC is empowered to, amongst others, impose
administrative penalties; conduct on-site and off-site inspections; suspend or cancel registrations of capital market operators; and impose civil and criminal sanctions. This aligns with IOSCO Principles 10 – 12 on enforcement, market oversight and compliance monitoring.
