Holding Company Registration Requirements

APPLICATION GUIDELINES

• All the documents listed below are mandatory requirements, which must be provided.
• Every SEC Form must be duly completed and adequately populated with all the required information ensuring that no field is left blank, as this will invalidate the forms.
• An application is not considered submitted until the forms are adequately populated and all the required documents provided
• Sponsored individuals whose registration have lapsed are required to commence the registration process afresh. (refer to the SEC Rules 19 and 35 as amended)
• Proposed sponsored individuals are required to visit any of the SEC offices with three (3) recent passport photographs to commence the Police clearance process (this for potential sponsored individuals seeking registration for the first time with the Commission and those whose registration as sponsored individuals have lapsed);
• All potential sponsored individuals (Except individuals for transfer) will be required to attend a pre-registration training and examination. Successful individuals, (provided the required structure of sponsored individuals is maintained) will be presented before the Registration Interview Committee for consideration.
• ALL original copies of the documents/certificates are to be presented for sighting by an authorized officer of the SEC.
• Annual renewal of registration: Upon the approval to operate as a Capital Market Operators (CMO), the company shall renew its registration annually not later than January 31st of every year
• The Commission may require such other documents and/or information as it considers necessary for registration.
• Every applicant Company/Firm will be physically inspected in the course of processing an application for registration,
• A fair knowledge of the Rules and Regulations of the Commission and Investments & Securities Act No 29 of 2007 and the Capital Market is an essential prerequisite for registration

REGISTRATION REQUIREMENTS

Payment

1. Evidence of Payment of Filing/Application Fee – N100,000.00 (One Hundred Thousand Naira);
2. Evidence of Payment of Processing Fee – N300,000.00 (Three Hundred Thousand Naira);
3. Evidence of Payment of Registration Fee – N1,000,000.00 (One Million Naira Only);
4. Evidence of payment of Director’s fee– N100,000.00 (One Hundred Thousand Naira)
5. Evidence of Payment of Sponsored Individual Fee – N100,000.00 (One Hundred Thousand Naira) for each new potential sponsored individual and N50,000.00 (fifty thousand naira) for each transferring sponsored individual;

Forms

1. Duly Executed Form SEC 3 and 5B – For the Company
2. Form SEC 2 and 2D – For Sponsored Individuals and all companies Directors (Note that every potential Capital Market Operator requesting for registration of this function requires to have at least three sponsored individuals, one of whom should be a Compliance Officer who shall be responsible for monitoring compliance with the ISA 2007, Rules and Regulations, notifications, guidelines, instructions etc. issued by the Commission or the Federal Government).
3. Duly Executed Form SEC 2B – (For Transfer of Director or Sponsored Individual which shall be attached with a copy of resignation letter and acceptance of resignation from previous Employer); all Form are required to be completed in duplicates.

Directors and Proposed Sponsored Individuals

1. Minimum of three (3) sponsored Individuals, one of whom should be a Managing Director and a Compliance Officer; . (Companies registered/seeking registration to carry out multiple functions shall sponsor the total number of individuals prescribed for each function).
2. The Form SEC 2 should indicate amongst others, the applicant’s BVN, bank details, Official Email Addresses as well as full Postal addresses, Contact Numbers and Email addresses of previous employers, bankers and nominated referees;
3. Copies of employment letters and schedule of duties (duly accepted by the employee and signed by both parties i.e. the employer and the employee);
4. Provide Resignation Letters/Acceptance of Resignation (only for transfer sponsored individual);
5. Detailed curriculum vitae of all Directors and proposed sponsored individuals shall include details of activities arranged in a chronological order from Secondary School(s) with dates and duration clearly indicated. (Reasons for leaving all previous employment are required to be stated and all dates/gaps in employment and educational history explained);
6. Copies of credentials of including secondary school and NYSC discharge/exemption certificates (originals will be required for sighting by the SEC);
7. Evidence of certificate for change of name (include Court Affidavit and Newspaper publication);
8. Evidence that the Sponsored Individuals have the minimum of four years’ relevant post-graduation experience as stipulated in ‘Rule 20’ of the Commission`s Rules and Regulations
9. Each proposed sponsored individuals is required to visit any of the SEC offices with three recent passport photographs to commence the Police clearance process (For potential sponsored individuals and those whose registration as sponsored individuals have lapsed);
10. A copy of valid means Identification (International Passport, National Identity Card, Driver’s License, permanent voter’s card, Tax Clearance Certificate or utility payment documents);
11. A copy of residence/ Working Permit (for Non-Nigerian), the original copy will be required for sighting by the SEC;

All Sponsored Individuals are required to have relevant post-graduation experience as stipulated in ‘Rule 20’ of the Commission`s Rules and Regulations

Minimum Paid-Up Capital and Fidelity Insurance Bond

1. Latest audited Account
2. Valid Fidelity Bond covering at least 20% of the minimum capital requirement with an end date of December 31;

Applicant Company

1. Profile of the Company should include among others brief history of the company, organizational and shareholding structure, principal officers as well as details of past and current activities;
2. The name(s) and address (es) of the company’s subsidiaries/associated companies, type of business and percentage holding;
3. Provide two copies of existing or proposed by-laws or rules, Code of Conduct, Code of Dealing etc., which are referred to as ‘Rules of the Exchange’;
4. Evidence information as to its organization including structure and profile of members of its Council/Board as well as rules and procedure;
5. Provide copy of the proceedings of the Exchange and the detailed documents in respect of the Investor Protection Fund and Trade Guarantee Fund when finalized;
6. Provide a copy of Instruction and inspection manual of members’ activities;
7. Information relating to the Market Facilities including: Trading Facilities/ Floors, Quotation Board, Information Board/Ticker Tape, Computerization and Telephone systems when finalized);
8. Operational manual of the company to include the Staff Policies and Procedures;
9. Business Plan and Organizational Chart of the company;
10. Provide information on the company’s social media handles (e.g. Facebook, Instagram, LinkedIn etc.), the company’s website address, email address(es) and phone number(s);

Corporate Documents

A copy each of the following, duly certified by the CAC;

1. Certificate of Incorporation
2. Memorandum and Articles of Association – this should include the power to perform the specified function;

Sworn undertaking to promptly finish the Commission with copies of any amendments of its Memorandum and Articles of Association, certificate by the Corporate Affairs Commission (CAC), code of conduct, guidelines, etc., within fourteen (14) days of such alteration;

1. CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors (Note the original copy of the certificate is to be presented for sighting by an authorized officer of the SEC);
2. Latest audited accounts or statement of affairs for companies in operation for less than one year, signed by two company directors and not more than three (3) months old at the time of filing with the Commission. The statement of affairs must be confirmed with an attestation letter by an external auditor; (Note that the cash assets mix ratio shall be 60% liquid assets and 40% fixed and other assets)
3. Sworn undertaking for the General for Members;
4. Sworn undertaking, confirming to the Commission that all the information provided by the Company including all Bank information is true and correct. (to be signed by a Director or company secretary and notarized);
5. Sworn undertaking to keep proper records and render returns as may be specified by the Commission from time to time signed by a director or the company secretary (to be notarized);
6. Sworn undertaking to comply with and to enforce compliance by its members with the provisions of the Investment & Securities Act (ISA) 2007 and the Commission`s Rules and Regulations(notarized);
7. Sworn undertaking to abide by SEC Rules and Regulations and Investments and Securities Act No.29 of 2007 by a director or the company secretary (to be notarized);