Section 3 Investments and Securities Act 2025

Section 3 of the Investments and Securities Act 2025 is about Objectives, functions and powers of the Commission. It is under Part I (Establishment, Objectives, Functions, and Powers of the Securities and Exchange Commission) of the Act. It provides as follows:

(1) The Commission shall be the apex regulatory authority for the Nigerian capital market and shall perform the functions and exercise all the powers prescribed in this Act.

(2) The objectives of the Commission shall be to —
(a) act in the public interest having regard to the protection of investors and the maintenance of fair, efficient and transparent markets;
(b) protect the integrity of the securities market against all forms of market abuse and insider dealing;
(c) prevent unauthorised, illegal, unlawful, fraudulent and unfair trade practices relating to securities and investments;
(d) contribute to the reduction of systemic risk and promote financial stability;

(e) ensure the development of the capital market and facilitate capital formation for economic development; and
(f) pursue such other objectives as may be related to those stated in paragraphs (a)-(e).

(3) The Commission shall —
(a) regulate investments and securities business in Nigeria as defined in this Act;
(b) register and regulate securities exchanges, commodities exchanges, virtual and digital asset exchanges and other market venues;
(c) register securities of public companies;

(d) register and regulate all securities offered to the public as defined in this Act;
(e) render assistance as may be deemed necessary to promoters and investors wishing to establish securities exchanges;
(f) register, regulate and supervise corporate and individual capital market operators as defined in this Act;
(g) register and regulate the workings of collective investment schemes and such other schemes as may be approved by the Commission;
(h) regulate credit enhancement services in the capital market;

(i) register and regulate securities depository companies, clearing and settlement companies, custodians of assets and securities, collateral managers, credit rating agencies, virtual asset service providers, digital asset operators, credit enhancement facility providers, and such other agencies and intermediaries as may be approved by the Commission;
(j) register derivative products and regulate the derivatives market;

(k) regulate the operations of the National Savings Scheme or any other similar scheme as may be established;
(l) register and regulate self-regulatory organisations, and capital market trade associations to which it may delegate its powers;
(m) register and regulate collateral management companies, warehouse operators and warehouses which issue warehouse receipt in relation to commodities to be traded on a registered exchange;

(n) register and regulate the issuance of electronic warehouse receipts, to be traded on a commodity exchange;
(o) register and regulate online forex trading activities, platforms and intermediaries;
(p) review and approve takeovers and all forms of business combinations and affected transactions of public companies;
(q) authorise and regulate cross-border securities transactions;
(r) prevent and sanction unauthorised and illegal dealing in securities and investment schemes;
(s) advise the Minister on matters relating to the securities industry; and
(t) perform such other functions consistent with this Act as are necessary or expedient for giving effect to the provisions of this Act.

(4) In performing its functions under this Act, the Commission shall have the powers to —
(a) intervene in the management and control of capital market operators, public companies and regulated entities which it considers have acted in a manner detrimental to the interest of its investors, shareholders, committed grave corporate governance violations, have failed, is failing or is in crisis, including entering into the premises and doing whatsoever it deems necessary in the interest of the public and for the protection of investors;

(b) appoint independent directors into the boards of public companies in which the Commission has intervened or taken a regulatory action;
(c) place directors of public companies on probation for a period of time considered reasonable by the Commission in accordance with regulations made under this Act;

(d) remove any person associated with misconduct or mismanagement of a public company or capital market operator;
(e) issue directives to regulated entities on matters relating to activities of the capital market;
(f) call for information from, inspect, conduct inquiries on, and audit securities exchanges, capital market operators, collective investment schemes and all other regulated entities or associated persons;
(g) audit, call for the production of records and documents of public companies and other regulated entities;

(h) call for, or furnish to any person, such information as it may consider necessary for the efficient performance of its functions;
(i) investigate any person in connection with the violation or suspected violation of this Act or other securities laws, codes and regulations;
(j) obtain subscriber records held or maintained by internet service providers, telephone service providers and other electronic communication providers located within Nigeria which identify subscribers, payment details and other relevant details including content of communication in connection with the violation or suspected violation of this Act or other securities laws, code and regulations;
(k) impose administrative caution, lien or seek judicial order to freeze the assets (including stocks and bank accounts) of any person or firm who is being investigated for capital market infractions pending the outcome of investigation;

(l) in conjunction with the Attorney General of the Federation, provide information and assistance on request to other local and foreign regulators on freezing or sequestration of funds or assets within Nigeria;
(m) enter, seize property, seal up the premises of persons illegally carrying on capital market operations and investment schemes and seek an order of forfeiture for the recovered assets;
(n) establish a National Confiscation Wallet and Multi-Party Combination Wallet;
(o) ensure the domestication of private keys;
(p) obtain audit work papers, communications and other information relating to the audit or review of financial statements of public companies and all regulated entities;

(q) disqualify any person considered unfit from being employed or participating or continuing to participate in any arm of the securities industry;
(r) facilitate the linking of all markets in securities with information and communication technology facilities;
(s) administer oath on any person subject to any legislation governing the administration of oaths;
(t) compel attendance for statement or testimony under oath in accordance with the rights and privileges afforded by the laws of the Federal Republic of Nigeria;

(u) establish a nationwide trust scheme to compensate investors whose losses are not covered under the investors protection funds administered by securities exchanges;
(v) provide for the treatment of unclaimed dividends of public companies, including public companies that are defunct or have ceased to exist;
(w) take any step necessary for the protection of investors, in the public interest and for the maintenance of fair and orderly markets;

(x) keep and maintain a register of foreign portfolio investments;
(y) promote investors’ education and the training of all categories of intermediaries in the securities industry;

(z) promote innovations in the capital market;
(aa) levy, fees, administrative fines and administrative costs of proceedings or other charges on any person in relation to investments and securities business in Nigeria in accordance with the provisions of this Act;
(bb) conduct, cause to be conducted, and disseminate research findings on any matter provided for in this Act;
(cc) relate with domestic and foreign regulators and supervisors of other financial institutions including entering into cooperation agreement on matters of common interest;
(dd) prepare guidelines, organise training programmes and disseminate information necessary for the establishment of securities exchanges and other market venues;
(ee) appoint or procure the appointment of all such qualified persons, professionals or experts to give effect to or for performance of any of its objectives, functions and powers in this Act;
(ff) exercise all the preceding powers against persons, companies, associations and schemes involved in the promotion, distribution or sale of unauthorised or illegal investment schemes and securities; and
(gg) collaborate with any authority in respect to identity management.

(5) Where the Commission is empowered to take any action against an entity or its officers that is also regulated by another regulator, the Commission shall collaborate with the regulator of such entity in taking any regulatory action in accordance with the framework agreed between the Commission and such regulator.