INTRODUCTION
The Investments and Securities Act 2025 (“ISA 2025” or the “New Act”) was signed into law in March 2025, repealing the Investments and Securities Act of 2007 (“ISA 2007 or the “Old Act”). This new legislation aims to strengthen existing regulations, protect investors, and open up new opportunities. It also codifies many of the existing rules and guidelines issued by the Securities and Exchange Commission (“SEC”). This article provides a broader overview of the key introductions in the ISA 2025. Below, we outline the major changes and their implications to guide you through this new legal regime for the capital market.
- THE SEC GAINS BROADER AUTHORITY
The ISA 2025 allocates additional powers to the SEC as the apex regulatory authority for the Nigerian capital market. It reinforces the SEC’s independence in carrying out its statutory functions. This expanded authority aligns Nigeria’s capital market with global benchmarks, such as the International Organisation of Securities Commissions (IOSCO). Some notable introductions include:
Regulation of Virtual and Digital Assets, Digital Assets Exchanges, and Virtual Asset Service Providers
In our earlier article, “How the ISA 2025 Reshapes Nigerian Virtual Asset Market”, we highlighted the impact of the New Act on the trading and exchange of cryptocurrency and other digital assets in Nigeria. The ISA 2025 marks a pivotal development by extending the definition of securities to include virtual and digital assets. It also explicitly grants the SEC the power to register and regulate virtual and digital asset exchanges. This legislative clarity provides a clear statutory basis for the SEC’s existing and future regulatory efforts in the digital asset space.
Notably, the SEC had already stated in September 2020 that it considered digital assets to be securities unless proven otherwise. This was followed by the issuance of detailed Rules on Issuance, Offering Platforms and Custody of Digital Assets in May 2022, despite a period of uncertainty caused by the Central Bank of Nigeria’s February 2021 directive restricting banks from servicing crypto-related accounts. Although the CBN later eased these restrictions in December 2023, the ISA 2025 now removes ambiguity by legally recognising digital assets as securities and mandating registration for operators. Effectively, the ISA 2025 aligns Nigeria’s regulatory framework with practices in other jurisdictions where capital market regulators oversee the virtual asset space.
