Rules
and Regulations
In order to effectively and efficiently carry out the objectives of securities regulation as embedded in the Investments and Securities Act, SEC has prescribed these Consolidated Rules and Regulations
Securities And Exchange Commission (Capital Market Operators Anti-Money Laundering And Combating The Financing Of Terrorism) Regulations – 12 May 2022
These regulations, dated May 12, 2022, represent a comprehensive framework aimed at combating money laundering and the financing of terrorism within Nigeria's capital market. The document outlines specific objectives, the scope of application, and the core focus on Anti-Money Laundering (AML) and Combating the Financing of Terrorism (CFT) or Proliferation Financing (CPF) institutional policies.
It delves into guidelines for AML/CFT/CPF compliance officers, cooperation with relevant authorities, identification of proceeds of crime, secrecy and confidentiality laws, and the management of anonymous and numbered accounts. Additionally, the regulations provide detailed measures for customer due diligence, correspondent relationships with high-risk foreign banks, ongoing due diligence, and the use of enhanced customer due diligence for higher risk clients. This document serves as a crucial reference for market participants and stakeholders seeking to ensure compliance with AML/CFT/CPF regulations in the Nigerian capital market.
Rules on Issuance, Offering Platforms and Custody of Digital Assets – 11 May 2022
Dated May 11, 2022, these rules introduce a comprehensive framework for the issuance and registration of digital assets within the Nigerian capital market. The document is divided into five parts, each addressing a specific aspect of the digital asset landscape.
Part A outlines rules governing the issuance of digital assets as securities, while Part B focuses on the registration requirements for Digital Assets Offering Platforms (DAOPs). Part C elaborates on the registration requirements for Digital Asset Custodians (DACs), and Part D covers rules pertaining to Virtual Asset Service Providers (VASPs). Lastly, Part E provides guidelines for Digital Assets Exchanges (DAX).
These rules set the stage for a regulated digital asset ecosystem, fostering transparency and investor protection within Nigeria's capital market.
Amendments as at December 20, 2021
Dated December 20, 2021, this document comprises major amendments to existing regulations governing Nigeria's capital market. It primarily focuses on adjustments related to registration fees, minimum capital requirements, securities, and other essential facets of the market.
These amendments reflect the evolving nature of the market and are critical for market participants and investors to stay in compliance with the latest regulatory requirements.
New Rules as at October 29, 2021 (Social Bonds Rule New – October 29, 2021)
Issued on October 29, 2021, these rules introduce guidelines for social bonds, a significant development in the Nigerian capital market.
The document outlines the specific requirements and procedures for the issuance and management of social bonds. It addresses important aspects such as the criteria for social bonds, disclosure requirements, and the roles and responsibilities of various market participants in the issuance process.
These rules contribute to the growth of sustainable and socially responsible investments within Nigeria's capital market, aligning it with international best practices.
New Rules and Amendments as at August 30, 2021
Published on August 30, 2021, this document signifies a significant regulatory update in Nigeria's capital market. It introduces rules and incorporates amendments across various segments of market operations. Among the notable additions are rules on robo-advisory services and trade repositories, which aim to enhance market efficiency and investor protection. Additionally, the document features a substantial amendment related to the fairness review of mergers, takeovers, and acquisitions, emphasizing transparency and fairness in these transactions.
The document also addresses several other aspects, making it essential reading for market participants keen on staying updated with the evolving regulatory landscape.
Amendments as at May 24, 2021
Dated May 24, 2021, this document primarily focuses on amendments to Rule 45, specifically regarding registerable functions.
These amendments reflect changes in the regulatory framework aimed at refining and strengthening the registration process for market operators. Market participants need to be aware of these adjustments to ensure compliance with the updated regulations.
Major Amendments as at April 22, 2021
Released on April 22, 2021, this document brings substantial changes to the existing regulatory landscape of Nigeria's capital market. These major amendments are significant for market participants, as they impact various aspects of market operations. Notably, the document includes amendments to Rule 67 concerning sub-brokers and Rule 70 relating to records of transactions with clients. Moreover, a new rule, Rule 76, is introduced, creating additional regulatory provisions.
These changes demonstrate the commitment to maintaining the market's integrity and efficiency while keeping pace with evolving market dynamics.
New Rules and Sundry Amendments as at March 22, 2021
Published on March 22, 2021, this document introduces new rules and sundry amendments, covering a broad spectrum of capital market operations. The new rules include provisions for warehousing and collateral management, reflecting evolving market practices. Additionally, there are sundry amendments, particularly related to Rule 19 (reinstating Individual Sub-broker registration), Rule 27 (Fidelity Bond), and Rule 42 (minimum disclosure requirements by public companies on their websites), among others.
These changes underscore the continuous effort to adapt the regulatory framework to emerging trends and ensure market transparency and investor protection.
New Rules and Sundry Amendments as at January 21, 2021
Issued on January 21, 2021, this document presents a significant update to Nigeria's capital market regulations. It introduces new rules and encompasses sundry amendments that address various facets of market operations.
The newly introduced rules cover areas such as fund management products, nominee companies, and general rules for collective investment schemes. These additions reflect the evolving nature of the market and enhance the regulatory framework to better serve market participants. Additionally, there are sundry amendments that touch upon several regulations, including those related to trust deeds, collective investment schemes, and disclosure requirements.
These changes collectively contribute to ensuring transparency and investor protection within the capital market.
Sundry Amendments as at September 10, 2020
Dated September 10, 2020, this document comprises sundry amendments that impact various aspects of Nigeria's capital market regulations. The amendments cover a range of rules, including those concerning legal practitioners, removal from listing, additional requirements for sukuk programs, and registration requirements for incidental functions, to name a few.
These amendments reflect the authorities' ongoing efforts to refine and strengthen the regulatory framework, aligning it with market dynamics and international best practices. Market participants should closely review these changes to ensure compliance with the updated regulations.
New Rules and Sundry Amendments as at December 23, 2019
Released on December 23, 2019, this document represents a significant update to Nigeria's capital market regulations. It introduces new rules and incorporates sundry amendments across various aspects of market operations.
The newly introduced rules cover areas such as the regulation of derivatives trading, central counter parties (CCP), and the registration of fixed income existing securities. These additions aim to enhance market efficiency, risk management, and transparency. Additionally, major amendments are made to rules concerning collective investment schemes. Sundry amendments further refine the regulatory framework, touching upon aspects like fidelity bonds, disclosure requirements for public companies, and shelf registration.
These changes collectively contribute to ensuring a robust and adaptable regulatory environment for the capital market.
New Rules and Sundry Amendments as at October 14, 2019
Published on October 14, 2019, this document introduces new rules and incorporates sundry amendments, reflecting the commitment to enhancing Nigeria's capital market regulations.
The new rules encompass specialized funds/schemes, registration requirements for commodity brokers, and the regulation of capital market holding companies (CMHCs). These additions cater to evolving market dynamics and emerging market players. Additionally, sundry amendments touch on various aspects of capital market operations, further refining the regulatory framework.
These amendments include changes to rules on sponsored individuals, minimum paid-up capital, and reporting requirements for different market participants. Market stakeholders should stay informed about these changes to ensure compliance with the updated regulations.
New rules and amendments as at 12 October 2018
Dated October 12, 2018, this document brings forward new rules and amendments that have a significant impact on Nigeria's capital market regulations.
The introduction of rules on green bonds stands out as a notable addition, aligning the market with sustainable finance initiatives. Additionally, sundry amendments include the inclusion of the Bank Verification Number (BVN) as a valid means of individual client identification in the capital market, a measure to enhance security and traceability. Furthermore, there's a rule on investment advisory services, demonstrating the market's commitment to investor protection and quality advisory practices.
These changes reflect a dynamic and evolving capital market landscape, ensuring alignment with international standards and best practices.
New rules and amendments as at 22 November 2017 – BATCH B
Released on November 22, 2017, this document presents a set of new rules and amendments in two distinct batches. In this BATCH B release, a new rule focusing on the regulation of revenue bonds is introduced, indicating a diversification of investment options within the capital market. Additionally, sundry amendments cover various areas, including dividend/return money warrants, the code of conduct for capital market operators and their employees, and adjustments to rules concerning inter-dealer brokers and mergers and takeovers.
These changes collectively serve to refine and strengthen the regulatory framework, fostering transparency and investor confidence.
New rules and amendments as at 22 November 2017 – BATCH A
Published on November 22, 2017, in BATCH A of this document, significant updates to Nigeria's capital market regulations are introduced.
This includes the introduction of the Asset Manager Code of Professional Conduct, emphasizing ethical practices in the market. Furthermore, changes in primary issuance fees for both equity and fixed income instruments aim to enhance market efficiency. Notably, the waiver of the naira value cap on transaction fees payable to various professionals underscores efforts to streamline market operations. Sundry amendments cover a range of topics, including registration requirements for capital market operators, minimum paid-up capital definitions, and reporting obligations.
These changes reflect the commitment to improving market transparency, efficiency, and investor protection.
New Rules and Amendments as at June 2017
Dated June 2017, this document introduces new rules and amendments that are pivotal in shaping Nigeria's capital market regulations.
The rules on the return of unclaimed dividends to paying companies represent a crucial step in investor protection and asset retrieval. Additionally, the inclusion of the Independent National Electoral Commission (INEC) voter's registration card as a valid means of identification for individual clients is a significant step towards ensuring efficient and secure market operations. The adoption of a three-tiered Know-Your-Customer (KYC) framework further enhances market integrity and transparency. Furthermore, rules governing fund and portfolio management operations contribute to the efficient operation of collective investment schemes. Major amendments include changes to the National Investor Protection Fund (NIPF) rules and rules on real estate investment schemes, fostering investor confidence.
Below is a comprehensive collection of early documents that form the backbone of regulations and rules governing Nigeria's capital market.
These documents serve as the guiding principles for market participants, ensuring transparency, fairness, and investor protection. While some documents introduce new rules and amendments to keep the market aligned with global standards, others focus on specific financial instruments and market practices:
- Sundry Amendments to SEC Rules and Regulations - April 13, 2015: Explore amendments that refine and enhance existing market regulations.
- Rules for Demutualization of Securities Exchanges in Nigeria - April 27, 2015: Learn about the rules governing the transformation of securities exchanges in Nigeria.
- Rules on Securitization - April 13, 2015: Dive into the regulations surrounding securitization, a critical financial practice in the capital market.
- Rules on Trading in Unlisted Securities - April 13, 2015: Discover how unlisted securities are traded within the Nigerian capital market.
- Rules Relating to the Complaints Management Framework of the Nigerian Capital Market - February 12, 2015: Gain insights into the framework for addressing complaints in the capital market.
- Rules on Infrastructure Funds, Foreign Collective Investment Schemes and Sundry Amendments - May 12, 2014: Explore rules related to infrastructure funds, foreign collective investment schemes, and various amendments that shape the market's landscape.
These documents collectively define the regulatory landscape that governs Nigeria's capital market, ensuring its integrity, efficiency, and investor confidence. Feel free to access any of these documents to stay informed about the latest market regulations and practices.
