The Investments and Securities Act, 2025 (“ISA 2025” or the “Act”) represents a major legislative reform, replacing the repealed Investments and Securities Act of 2007 (“repealed Act”). This comprehensive overhaul modernises Nigeria’s securities and capital markets framework in line with global best practices. It enhances regulatory oversight, bolsters investor protection, and addresses emerging market challenges—while promoting a fair, efficient, and transparent market aimed at reducing systemic risk.

The Act provides clarity around the composition and functions of the board of the Securities and Exchange Commission (“SEC” or the “Commission”), which is the apex regulatory body for the Nigerian capital market, while ensuring greater transparency and accountability in decision-making. The Act also grants the Commission a stronger enforcement authority, including the power to place directors of public companies on probation, appoint independent directors, remove officers of public companies and impose more stringent administrative sanctions on erring market participants.

In this article, we explore key changes introduced in the ISA 2025 and their implications for capital market transactions in Nigeria.

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