Registration of Securities Checklist

Navigate the Securities Registration Process with Clarity This comprehensive checklist provides a detailed guide to registering securities with the Nigerian Securities and Exchange Commission (SEC). Find clear explanations of fees, timelines, approval processes, requirements, and relevant ISA regulations for each service. Whether you're a seasoned issuer or a first-time applicant, this resource will empower you to navigate the registration process with ease

STEPS/PROCEDURE FOR REGISTRATION

Documents are filed at the Office of the Director General (ODG)
Documents forwarded will be reviewed, and where there are observed deficiencies, this will be communicated to the applicants.
Note that where deficiencies are communicated, the timeline resets.
Inthe absence of any deficiency, approval will be granted and communicated.

Note:

The Commission may require other documents or information as may be necessary
Where an issuer had already filed necessary documents with the SEC (e.g. Memorandum and Articles of Association (Memart), or certificate of incorporation, or certificate of increase in share capital, etc.), the issuer need not file the documents in subsequent transactions, provided the issuer enters into an undertaking that since the previous filing, there has been no change in the documents already filed with the Commission

S/N	SERVICES	FEES	TIMELINES (All timelines commence from date of complete filing)	MODE OF APPROVAL	REQUIREMENTS	REFERENCE TO ISA/SEC RULES & REGULATION
1)	Registration of Existing Securities (upon incorporation as/conversion to a Public Company)	Filing fee: 100,000 Registration fee: First 500 million (of the value shares to be registered): 0.3% Next 500 million: 0.225% Any sum thereafter: 0.15%	2 weeks	Letter	1. Extract of the Shareholders’ Resolution passed at the General Meeting (AGM or EGM), authorizing the conversion of the company from a private limited liability company to a public limited liability company and signed by the Company Secretary and a director. Where a company is incorporated as a public limited liability company, the resolution shall not be required. 2. Copy of the Memorandum and Articles of the Company (including amendments thereto) recently certified by the CAC; 3. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors. This should bear the original stamp of the CAC. 4. Audited Accounts for the preceding five (5) years or number of years the Company has been in operation if less than five (5) years 5. Copy of the Certificate of Incorporation of the Company certified by the CAC 6. Copy of Form SEC 6 (duly completed) 7. Copy of the Certificate of Increase in Share Capital of the Company certified by the Company Secretary (where applicable). 8. Profile of the Company disclosing the following information: i. Summary of financial statements; ii. date of incorporation; iii. authorized share capital; iv. paid-up capital (which shall not be less than 25 percent of the Authorised Share Capital of the Company); v. profile of promoters, directors and management staff; vi. summary of the objectives and business of the company; 9. Evidence of payment of registration and filing fees	Section 54, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
2)	Registration of Distribution of Securities: Initial Public Offer (IPO), Offer for Subscription, Offer for Sale, Rights Issues and Private Placements	Filing fee: 100,000 Registration fee: First 500 million (of the value shares to be registered): 0.275% Next 500 million: 0.225% Any sum thereafter: 0.15%	6 weeks	Letter	1. Extract of the Shareholders’ Resolution passed at the General Meeting (AGM or EGM) authorizing the offer 2. Board Resolution authorizing the Offer (where applicable) 3. Copy of the Memorandum and Articles of the Issuer (including amendments thereto) recently certified by the CAC 4. Copy of the Certificate of Incorporation of the Issuer certified by the Company secretary 5. Signed copy of the Audited Accounts for the preceding five years or number of years the Issuer has been in operation where it is less than 5 years 6. Copy of the Certificate of Increase in Share Capital certified by the Company Secretary (where applicable) 7. Copy each of the draft Prospectus, Rights Circular, or Placement Memorandum and Abridged Prospectus 8. Copy of Form SEC 6 (duly completed) 9. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors. This should bear the original stamp of the CAC. 10. Copy of the draft underwriting and sub underwriting agreement (where applicable) 11. Copy of the draft vending agreement 12. Copy of the draft Joint Issuing Houses’ Agreement (where applicable) 13. Consent Letters of all the parties to the offer 14. Mandate Letter 15. Evidence of Registration and filing fees 16. Original Certificate of exemption from NSE (where applicable) 17. Specimen Posters for publication 18. Specimen Share Certificate 19. Advert materials (Newspaper Publications, where applicable) 20. Reporting Accountants’ Report and Profit Forecast (where applicable) 21. Comfort letter from the solicitors to the issue (solicitors opinion) 22. Comfort letter from the core investor(s) (where applicable) 23. List of Claims and Litigations of the Issuer 24. Sworn Letter of declaration of full disclosure by the Issuer	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
3)	Registration of Bonus Issue/Script Dividend	Filing fee: 100,000 Registration fee: Flat rate of 0.3% of the nominal value of shares	7 working days	Letter	1. Extract of the Shareholders’ Resolution passed at the General Meeting (AGM or EGM) authorizing the bonus and signed by a named Director and the Company Secretary 2. Board Resolution authorizing the bonus issue (where applicable) 3. Copy of the Memorandum and Articles of the Issuer (including amendments thereto) recently certified by the CAC 4. Copy of the Certificate of Incorporation of the issuer certified by the company secretary; 5. Copy of the latest audited accounts of the company. 6. Copy of the Certificate of Increase in Share Capital certified by the Company Secretary. (Where applicable) 7. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and particulars of directors. This should bear the original stamp of the CAC. 8. Form SEC 1 (duly completed) 9. Evidence of Registration and filing fees	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
4)	Debt – Equity Conversion	Filing fee: 100,000 Registration fee: First 500 million (of the value shares to be registered): 0.3% Next 500 million: 0.225% Any sum thereafter: 0.15%	2 weeks	Letter	1. Copy of Form SEC 6 (duly completed) 2. Information Memorandum containing the following details a. Introduction b. Definition of terms c. Summary of convertible loan or stock d. Brief of the convertible loan stock e. The convertible amount f. Borrower g. Lender h. Share capital i. Purpose and use of loan stock proceeds; j. Basis of conversion k. Status of the securities l. Quotation m. Effects of the conversion • i. shareholding structure pre-conversion • ii. Shareholding structure post conversion 3. Conversion Loan Agreement duly certified by the Company Secretary 4. Evidence of collection of the loan 5. Copy each of the Board Resolution and Shareholders resolutions authorizing the conversion and issuance of the debt 6. Evidence of payment of registration and filing fees 7. Copy of the Certificate of Incorporation of the Company certified by CAC or the Company Secretary 8. Copy of the Memorandum and Articles of the Company (including amendments thereto) recently certified by the CAC 9. The most recent Audited Accounts, which shall not be more than nine (9) months from the last financial year 10. Copy of the Certificate of Increase in share capital certified by the Company Secretary (where applicable) 11. Option Notice (where applicable)	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
5)	Global Depository Receipts/ Nigerian Depository Receipts	Filing fee: 100,000 Registration fee: First 500 million (of the value shares to be registered): 0.275% Next 500 million: 0.225% Any sum thereafter: 0.15%	6 weeks	Letter	For all levels of Global Depository Receipts, the Issuer shall furnish the Commission with the following: 1.Nature of the Programme 2. Number of securities involved and the percentage they represent of the outstanding securities of the issuer where applicable; 3. Parties (foreign/local); 4. International clearing system to be utilised; 5. Copies of documents obtained from and filed with the foreign regulatory body; 6. Copy of latest annual report (where applicable); 7. Board Resolution of the Issuing Entity; 8. Evidence of payment of filing and registration fees In the case of Level I G.D.R., compliance with the above and the existing guidelines on foreign investments, may qualify the Issuer for a “No Objection” letter from the Commission. Level I GDR-Unsponsored DR Programs 1. Evidence of valid registration of the depository as a Capital Market Operator/Intermediary or a Foreign Capital Market Operator/intermediary as is applicable 2. Evidence of the rights and obligations attached to the depository receipts (where applicable); 3. Prospectus or listing documents; 4. Evidence of Registration and filing fees Level II GDR-Sponsored DR Programs 1. Copy of the Memorandum and Articles of the issuer (including amendments thereto) recently certified by the CAC or its equivalent; 2. Copy each of resolutions passed at the Annual General Meeting (A.G.M.) or Extraordinary General Meeting (E.G.M.) of the Issuer authorising the conduct of the programme; 3. Resolution of the Board of Directors of the Issuer authorizing the conduct of the program, where applicable; 4. Evidence of authorisation of the Depository to conduct the programme; 5. Evidence of valid registration of the Depository as a Capital Market Operator or a Foreign Capital Market Operator/intermediary as applicable 6. Evidence of share capital of the Issuer (authorised, issued and fully paid; 7. Number of the underlying securities; 8. Evidence of the rights and obligations attached to the depository receipts; 9. Prospectus or listing document; 10. Copy of the deposit agreement with the depository; 11. Evidence of Registration and filing fees Level III GDR – Capital Raising 1. Capital history of the issuer (e.g., total share capital, paid-up capital, issued and un-issued, etc.) with evidence of increase in share capital (where applicable); 2. Currency in which securities for the programme would be denominated (e.g., dollars, pound sterling, local currency, etc.); 3. Evidence that the programme has been cleared by the Central Bank of Nigeria or the National Insurance Commission where the programme involves a bank or an insurance company. Evidence of clearance by other regulatory agencies would be required where applicable. 4. Signed copy of audited accounts for the preceding three (3) years or number of years for which the issuer company has been in operation, (if less than 3 years in the case of an existing company) which shall not be more than 9 months old. Where the latest audited accounts are more than 9 months old, recent interim audited accounts for the first 6 months of the financial year must be included. 5. Rights and obligations attached to each class of securities if different classes of securities are being issued. 6. Evidence of payment of registration and filing fees	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part H, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
6)	Share Capital Reconstruction	Processing fee: 100,000	2 weeks	Letter	1.Extract of the Shareholders’ Resolution passed at the Annual General Meeting authorising the share capital reconstruction 2. Board Resolution authorizing the share capital reconstruction (where applicable) 3. Copy of the Memorandum and Articles of the Company (including amendments thereto) recently certified by the CAC 4. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and particulars of directors. This should bear the original stamp of the CAC. 5. Form SEC 6 (duly completed) 6. Audited Accounts for the preceding five years or such number of years the company has been in operation if less than 5 years 7. Copy of Certificate of Incorporation of the Company certified by the CAC or Company Secretary 8. Copy of the Certificate of Increase in Share Capital certified by the Company Secretary (where applicable). 9. Copy of the Court Order where the reconstruction entails a reduction of share capital 10. Explanatory memorandum on the factors necessitating the reconstruction 11. Evidence of payment of processing fees	Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
7)	Registration of Bond issuance by State, Local Government, FCT, and Government Agencies.	Filing fee: N100,000.00 Registration fee: First 500 million (value of the units to be registered): 0.15% Next 500 million: 0.145% Any sum thereafter: 0.1425%	6 weeks	Letter	1. Audited Accounts for the preceding five (5) years or if less than five years, the number of years the Issuer has been in operation; 2. Copy of the draft Prospectus and Abridged Prospectus 3. Resolution of the State Executive Council approving the bond issue; 4. Resolution of the State House of Assembly approving the issue of the bond 5. An Irrevocable letter of authority issued by the Accountant General of the State or Local Government (Where applicable). 6. An Irrevocable letter of guarantee of repayment (for Government Agencies or Company wholly owned by Government; 7. Copy of the Underwriting Agreement and Sub-Underwriting Agreement (where applicable 8. Copy of Vending Agreement 9. Copy of Joint Issuing Houses agreement (where applicable) 10. Mandate letter appointing the Issuing House (s) 11. Consent Letters of professional parties to the Issue; 12. Consent of the State Executive Council or local government executives (where applicable) 13. Copy of draft Trust Deeds (See general requirements) 14. Feasibility report of the specific project to be financed 15. Copy of the State Government official Gazette or Local Government by-laws containing the instrument authorizing the issue of the Bond 16. Irrevocable Standing Payment Order (I.S.P.O) issued by the Accountant-General of the Federation 17. Rating Report(s) on the Issue and the Issuer by a Rating Agency registered or recognized by the Commission 18. List of Claims and Litigation 19. Solicitors Report 20. Reporting Accountant’s Report 21. Form SEC 6 22. Sworn letter of Declaration of full disclosure by the Issuer 23. Material Contracts (where applicable) 24. Bridging Loan Agreement (If any) 25. Third party guarantee from a Bank, Insurance Company, Supranational Institutions, International Financial Institutions or any other Body and Organization acceptable to the Commission, to cover payment of the principal and interest in the event of default; (This is only required for bonds that are not backed by I.S.P.O) 26. Evidence of payment of registration and filing fees	Part XV, Investments and Securities Act (ISA) No. 29, 2007 Part K, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
8)	Registration of Corporate and Supranational Bonds	Filing fee: N100,000.00 Registration fee: First 500 million (value of the units to be registered): 0.15% Next 500 million: 0.145% Any sum thereafter: 0.1425%	6 weeks	Letter	1. Duly completed form SEC 6 2. Evidence of payment of registration and filing fees 3. Copy of the resolution by the General Meeting authorizing the issuance 4. Board Resolution authorizing the issuance of the bond (where applicable) 5. Copy of the Memorandum and Articles of the Issuer (including amendments thereto) recently certified by the CAC 6. Copy of Certificate of Incorporation of the Issuer certified by the CAC 7. Signed copy of the Issuer’s audited accounts for the preceding three (3) years, with the test account not more than nine months. 8. Reporting Accountants report 9. Consent letters of the parties to the offer 10. Copy of draft Vending Agreement between the Issuer and the Issuing House 11. Copy of draft Underwriting and Sub-Underwriting Agreement (where applicable) 12. Rating Report of the Issuer and the Issue by a Rating Agency registered or recognized by the Commission 13. Letter of No objection from the relevant regulatory body (where applicable) 14. Copy of draft Trust Deed 15. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors. This should bear the original stamp of the CAC. 16. A draft prospectus, Placement Memorandum or any form of Information Memorandum 17. Sworn letter of Declaration of full disclosure by the Issuer 18. List of Claims and Litigations of the Issuer 19. Other relevant material agreements and or information.	Part K, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
9)	State, Local Government, FCT, and Government Agencies Bond Restructuring	Process fee of 0.03% of outstanding amount	2 weeks	Letter	1. Letter of intent from the State Government through the Financial Adviser stating the reasons for the restructuring 2. Bondholders resolution duly executed by the Trustees 3. State Executive Council’s Resolution authorizing the restructuring 4. Notice of Bondholders meeting published in two national dailies 5. Voting report signed by the appropriate Scrutineer’s 6. Addendum to pricing supplement 7. The joint trustee confirmation that the restructuring will prejudice the interest of the Bondholders 8. Revised ISPO 9. Addendum to the restated trust deed 10. Evidence of payment of SEC fees	Part XV, Investments and Securities Act (ISA) No. 29, 2007 Part K, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
10)	Corporate and Supranational Bonds Restructuring	Process fee of 0.03% of outstanding amount	2 weeks	Letter	1.Letter of intent containing terms and conditions of restructuring 2. Bondholders resolution duly executed by the Trustees 3. Board Resolution authorizing the restructuring 4. Minutes of Meeting of Bondholders 5. Evidence of notice of Bondholders meeting 6. Voting report signed by the appropriate Scrutineer’s 7. Addendum to pricing supplement 8. The joint trustee confirmation that the restructuring will prejudice the interest of the Bondholders 9. Addendum to the restated trust deed 10. Evidence of payment of SEC fees	Part XV, Investments and Securities Act (ISA) No. 29, 2007 Part K, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
11)	Registration of Sukuk	Filing fee: 100,000.00 Registration fee: First 500 million (value of the units to be registered): 0.15% Next 500 million: 0.145% Any sum thereafter: 0.1425%	6 weeks	Letter	1. Draft Information Memorandum or Prospectus 2. Sworn letter of Declaration of full disclosure by the Issuer 3. Copy of letter of “No Objection” from all other relevant regulatory authorities 4. Latest audited financial statements of the issuer or Statement of Affairs (not less than nine (9) months old) 5. Shariah Compliance Certificate issued by a Shariah Adviser or Advisory Board 6. Rating Report by a Rating Agency registered or recognized by the Commission. 7. Duly completed form SEC 6 8. Evidence of payment of registration and filing fees 9. The resolution by the General Meeting of the SPV and the Obligor authorizing the issue 10. Copy of the Memorandum and Articles of the Issuer (including amendments thereto) recently certified by the CAC 11. Copy of Certificate of Incorporation of the Issuer certified by the CAC 12. Reporting Accountants report 13. Consent letters of the parties to the offer 14. Copy of Vending Agreement between the Issuer and the Issuing House 15. Copy of Underwriting and Sub-Underwriting Agreement (where applicable) 16. Copy of draft Trust Deed 17. Relevant agreements where applicable 18. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors. This should bear the original stamp of the CAC.	Part K, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
12)	Shelf Registration	Filing fee: 100,000.00 Processing fee: 200,000.00	4 weeks	Letter	1. Evidence of payment of filing and Registration Fees 2. Draft Shelf Prospectus 3. All relevant documentation requirements for either Equities or Fixed income transaction.	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
13)	Basis of Allotment	No fee	5 days	Letter	1. Joint consent letter from the Issuing Houses and the Issuer 2. Draft newspaper announcement 3. Summary of Application 4. Commentary on Allotment 5. Range Analysis of subscribers 6. List of applicants that applied for 50,000 units and above 7. List of applicants that applied for 5% and above of the securities on offer 8. List of rejected applications 9. Statement of issue proceeds account 10. Evidence of payment of underwriting commitment (where applicable) 11. Confirmation of receipt of issue proceeds by the Issuer	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)
14)	Post Allotment Compliance	No fee	5 days	File away the transaction	Upon clearance of allotment proposal, the Issuing House(s) is expected to file a report within twenty-one (21) days from the date of approval of the allotment.	Part IX, Investments and Securities Act (ISA) No. 29, 2007 Part F, Securities and Exchange Commission Rules and Regulations 2013 (as amended