SECURITIES AND EXCHANGE COMMISSION (RULES AND REGULATIONS, 2013)

Regulations govern the Nigerian capital market, including registration, disclosure, and market conduct rules. They target brokers, investment firms, public companies, and investors. This aims to protect investors and maintain market integrity.

What Is This Policy?

The comprehensive rules and regulations issued by the Securities and Exchange Commission under the Investments and Securities Act, governing all aspects of the Nigerian capital market including registration, disclosure, and market conduct.

Who Does It Target?

Capital market operators: broker-dealers, fund managers, investment advisers, registrars Public companies and securities issuers Stock exchange operators (NGX Group) Investors and the investing public

What Does It Aim to Achieve?

Regulate the Nigerian capital market through clear, consistent, and enforceable rules that protect investors, maintain market integrity, and facilitate capital formation.

Key Features

Registration Rules: Prescribes requirements for registration of capital market operators and securities. Disclosure Standards: Sets disclosure requirements for initial and continuous disclosure by listed companies. Market Conduct Rules: Prohibits insider trading, market manipulation, and other forms of market abuse. Collective Investment Schemes: Provides detailed rules for the registration, operation, and disclosure by mutual funds and unit trusts.

Current Status

Rollout Stage: Active - being revised in light of Investments and Securities Act 2025 Coverage: Nigerian capital market Beneficiaries: Investors; capital market participants; Nigerian economy Funding: SEC levies and registration fees

How to Access

All capital market operators must be registered and comply with SEC Rules Issuers must file continuous disclosure reports as required Material changes in any registered securities must be reported to SEC immediately Application method: SEC registration and filings: https://www.sec.gov.ng

Important Terms

SEC Rules 2013 will be updated to align with ISA 2025 Violations attract fines, disqualification, and criminal prosecution SEC may issue administrative proceedings for rule violations

Official Resources

Website: https://www.sec.gov.ng Contact: Securities and Exchange Commission (SEC) Nigeria

Legal Framework

Issued under the regulatory powers of the Securities and Exchange Commission (SEC) pursuant to the Investments and Securities Act 2007 (SEC Act). Operates alongside the Companies and Allied Matters Act (CAMA) 2020, the Central Bank of Nigeria Act 2007 (for money market instruments), and the Nigerian Stock Exchange Rules. Aligns with IOSCO principles on securities regulation and the G20/OECD Principles of Corporate Governance.