Section 131 Investments and Securities Act

Section 131 of the Investments and Securities Act 2025 is about Unauthorised sale or transfer of securities. It is under Part X (Conduct of Securities Business) of the Act. It provides as follows:

(1) A regulated entity shall not —
(a) sell, transfer, or otherwise dispose of the securities of a client without an express mandate or authorisation from the client; or
(b) withhold, refuse, neglect or otherwise fail to remit proceeds of the sale of the client’s securities.

(2) A person who contravenes the provisions of subsection (1), commits an offence and is liable on conviction, to a fine of not less than N50,000,000 or an amount equivalent to four times the amount of profit derived by it in the transaction, whichever is higher, and a further sum of ¦ 50,000 for every day the violation continues.

(3) In addition to the penalty prescribed under subsection (2) the —
(a) person shall be liable to restitute to the client the loss suffered with interest at the prevailing commercial bank rate; and
(b) Commission may suspend or revoke the registration of the regulated entity, or take any other action as it may deem fit.

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