Section 355 Investments and Securities Act

Section 355 of the Investments and Securities Act 2025 is about Rules and regulations. It is under Part XVIII (Miscellaneous Provisions) of the Act. It provides as follows:

(1) The Commission shall make rules and regulations for the purpose of giving effect to the provisions of this Act and shall in particular and without prejudice to the provisions, make rules and regulations which may include the underlisted and other incidental matters —
(a) to alter or modify the provisions of the Second Schedule to this Act;

(b) prescribing the forms for returns and other information required under this Act;
(c) prescribing the procedure for obtaining any information required under this Act;

(d) requiring returns to be made within the period specified by any entity to which this Act applies;
(e) prescribing the procedure and criteria for approval of mergers, takeovers, acquisitions and business combinations under this Act;
(f) prescribing any fees payable under this Act;

(g) prescribing the manner for regulating securitization transactions in Nigeria;
(h) prescribing the procedure and criteria for regulating cross-border offerings, listing and trading of securities by foreign issuers, and free trade entities;
(i) prescribing that the provisions of this Act shall not apply or shall apply with such modifications, if any, as may be specified in the rules and regulations to any person or class of persons or any securities or class of securities or to any transaction;

(j) prescribing the information to be contained in any prospectus or offer documents filed under this Act;
(k) prescribing the procedure, criteria for the authorisation, revocation and operation of collective investment schemes including prudential and product regulation;

(l) prescribing the activities which constitute insider dealings the rules governing dealings in securities by insiders and defining the term ‘insider dealings’;
(m) concerning derivatives, derivatives markets or business, derivatives exchanges, derivatives market infrastructure, derivatives business operators, trade association of derivatives business operators, and preventing unfair
derivatives trading practices;

(n) concerning digital and virtual asset services and related activities;
(o) prescribing the treatment of unclaimed money that remain unpaid after 24 months or other prescribed period, after their payment date;

(p) prescribing the establishment of a national confiscation wallet, multiparty combination wallet;
(q) prescribing the domestication of private keys;

(r) without prejudice to the provisions of any law, specifying for the protection of investors, prescribing —
(i) the returns that are required to be filed by all public companies,
(ii) matters relating to the conduct of annual general meetings, extraordinary general meetings and other statutory meetings of public companies and collective investment schemes particularly relating to attendance, use of proxies, voting and other related matters,

(iii) the form, manner and procedure for obtaining proxies including the information to be disclosed to investors before proxies are given by any person,
(iv) corporate governance standards for public companies and regulated
entities,
(v) sustainability reporting guidelines and disclosures including social and environmental sustainability standards for public companies and regulated entities,
(vi) the manner in which such matters shall be disclosed by the companies, and
(vii) the matters to be disclosed relating to the issue of securities, transfer of securities and matters incidental to it;

(s) prescribing the requirement for the identification of persons doing business with capital market operators;

(t) prescribing as it deems fit, appropriate rules on treatment of dividends, unclaimed securities and certificates, and other matters incidental to it;
(u) providing for anything requiring to be prescribed under this Act; and
(v) for carrying out the principles and objectives of this Act.

(2) The Commission shall in the exercise of powers to make rules in this section consult with stakeholders, and any regulation under this Act shall be deemed made 15 days after receipt by the Minister unless the Minister, before the expiration of the 15 days, directs that it be modified, amended or rescinded.

(3) Any instrument issued under subsection (1) shall be under the signature of the Director-General of the Commission and the Secretary or any two members of the Board as may be authorised.

(4) Notwithstanding the provisions of subsection (1) the Commission may amend or revoke rules or regulations for purpose of giving effect to the provisions of this Act and the rules and regulations made under it.

(5) Any regulations or rules made under this Act may where appropriate prescribe penalties for default.