The Investment and Securities Act 2025: Key Changes for Businesses and Investors
Signed into law in March 2025, the Investment and Securities Act 2025 is the biggest overhaul of Nigeria's capital markets framework in nearly two decades — and it now explicitly covers crypto and digital assets.
What the Act does
The Investment and Securities Act (ISA) 2025 repeals ISA 2007 and rebuilds the legal foundation for Nigeria's capital markets, reaffirming the Securities and Exchange Commission (SEC) as the apex regulator with significantly enhanced powers of oversight, supervision, investigation and enforcement.
Digital assets are now securities
Virtual and digital assets — including cryptocurrency, NFTs and other digital currencies — are explicitly recognised as securities under the Act. Trading in these assets now falls within the SEC's regulatory purview. If your business issues, trades, or facilitates trading in digital assets in Nigeria, you should assume SEC registration and compliance obligations apply, and get specific advice before proceeding.
Stronger SEC investigative powers
The SEC can now obtain subscriber records, payment details and communication content from telecom and internet service providers when investigating suspected violations of the Act. This is a material increase in the SEC's enforcement toolkit and signals a more assertive regulator.
Zero tolerance for Ponzi schemes
The Act takes a hard line against Ponzi schemes and other unlawful investment structures. Promoters and operators can face fines of not less than ₦20,000,000, imprisonment of up to 10 years, or both.
Investor protection and transparency
- Legal Entity Identifiers (LEIs): mandatory for participants in capital market transactions, improving transparency of who is dealing with whom.
- Whistleblowing framework: protects employees who report violations from reprisal such as dismissal, suspension or other detriment.
Composite vs non‑composite exchanges
The Act distinguishes between Composite Exchanges (which can list and trade all types of securities) and Non‑Composite Exchanges (focused on specific asset types) — allowing more specialised trading venues to develop alongside full‑service exchanges.
What businesses and investors should do
- If you deal in digital assets in Nigeria, assess whether your activity now requires SEC registration or licensing.
- Private equity and venture capital fund managers should review their structures against the updated Act, including any new registration or disclosure requirements.
- Review internal whistleblowing and compliance policies in light of the Act's new protections.
- If your business is raising capital or listing, budget time for LEI registration as part of the transaction process.
- Treat any promised guaranteed-return investment scheme with real scrutiny — the enforcement stakes for promoters are now materially higher.
Quick FAQs
Does this mean crypto is now fully legal to trade in Nigeria?
It means digital assets are brought within a regulatory framework administered by the SEC, rather than existing outside securities regulation. Specific products and platforms will still need to meet SEC requirements — this is not a blanket endorsement of unregulated trading.
Does the Act affect companies that aren't in fintech or crypto?
Yes — the strengthened SEC powers, LEI requirements and whistleblower protections apply more broadly across capital market participants, not just digital asset businesses.
What should PE/VC fund managers do first?
Have your fund structure and marketing materials reviewed against the 2025 Act's requirements, particularly around registration and investor disclosures, before your next raise or transaction.
Need help?
This guide is for general information only and does not constitute legal advice — see our Disclaimer. For advice tailored to your business, get in touch.
Key Sources
- Investment and Securities Act, 2025.
- Securities and Exchange Commission (SEC) Nigeria.
- PwC Nigeria — Summary of key changes to the Investment and Securities Act 2025.
Last updated: July 2026. Laws and enforcement practice in this area are moving quickly — please confirm current status with us before relying on any specific figure or deadline.