by Jude Ayua
The Investments and Securities Bill (ISB), sponsored by Senator Michael Bamidele (Ekiti Central APC), passed its second reading in the Senate on Wednesday 4 December 2024. The Bill proposes to repeal the Investments and Securities Act (ISA) 2007 and enact the ISA 2024.
The purpose of the Bill is to align Nigeria’s capital market with current developments and strengthen the Securities and Exchange Commission (SEC)’s regulatory framework for “the regulation of securities, collective investment schemes, exchanges, and financial market infrastructures.” Furthermore, it aims to support Nigeria’s economic diversification efforts by fostering a secure and well-regulated capital market.
A key improvement of the Bill is its application to the regulation of virtual assets and securities exchanges. It also incorporates new regulatory frameworks for Commodity Exchanges and Warehouse Receipts, critical components for enhancing Nigeria’s commodities sector.
Leading the discussion, Senator Osita Izunaso, Chairman of the Senate Committee on Capital Market, described the Bill as a pathway to “establish a more robust and transparent capital market,” fostering investor confidence and attracting foreign investments. Izunaso stressed that the Bill proposes the repeal of the ISA 2007 to introduce an improved framework that addresses emerging needs such as derivatives and systematic risk management.
“The bill aims to provide the Securities and Exchange Commission with the necessary legal authority to regulate the market effectively, ensuring capital formation, protecting investors, and maintaining a fair and efficient market while reducing systemic risks,” Izunaso explained.
Read also: BICCoN, SiBAN welcome SEC Nigeria’s approvals-in-principle for crypto operators.
The proposed legislation is a welcome development as it seeks to set Nigeria’s capital market regulations on a par with global best practices, especially in combating exploitations like insider trading and fraudulent schemes. It also introduces harsher penalties for Ponzi schemes and unauthorized fund managers, including fines of up to ₦20 million or imprisonment for as long as 10 years.
Senators Isa Jibrin and Adetokunbo Abiru expressed strong support for the Bill, emphasizing the need to empower the SEC to meet its mandate and adhere to international standards.
Senate President Godswill Akpabio, while confirming the Bill’s passage, remarked, “The passage of this bill will reassure investors and help attract more funds into the capital market by minimizing risks.” Akpabio referred the Bill to the Senate Committee on Capital Market for further review.
The SEC Director-General Emomotimi Agama described the Bill as a foundation for developing a world-class capital market, adding that it would significantly enhance the global competitiveness of Nigeria’s financial sector.
Read also: Crypto Adoption in Nigeria: IMF commends regulatory actions.
Application to virtual assets and VASPs
The Bill proposes improvements that apply to virtual assets regulation in Nigeria. extends the meaning “securities” to include virtual assets thereby bringing it within the regulatory purview of the SEC. It also defines “securities dealer” and “securities exchange or registered exchange” to include virtual assets service providers (VASPs):
“securities dealer” means a firm who is a member of a securities exchange or any other recognized place for securities transactions, engaged in the business of transacting in securities…
“securities exchange or registered exchange” means an organised facility which maintains and provides an infrastructure— (a) for bringing together buyers and sellers of securities, virtual Assets, commodities… (b) for matching bids and offers for securities, virtual assets…
Noteworthy too are the definitions of “financial market infrastructure” and “capital market participant” to include securities exchanges (or VASPs). Financial market infrastructure means “any entity set up to … provide a platform for trading securities and includes securities exchanges” and a capital market participant includes “an investor, issuer, capital market operator, securities exchanges, and financial market infrastructures.”
Read also: Nigeria’s SEC issues ‘Approvals-in-Principle’ to digital assets exchange firms.
Regulation of VASPs
The Bill provides for the registration of securities exchanges, their categories, and conditions for their registration. It assigns the SEC the powers and responsibilities to:
- regulate investments and securities business in Nigeria;
- register and regulate securities exchanges, commodities exchanges and other market venues;
- register securities of public companies;
- register and regulate all securities offered to the public; and
- render assistance as may be deemed necessary to promoters and investors wishing to establish securities exchanges.
The Bill mandates the SEC to designate its staff for “supervision of all regulated entities and securities exchanges.”
Nigeria’s SEC has been a leading regulator in the county’s virtual assets market. Before the ISB, the SEC took several steps toward regulating the market.
- In September 2020, the SEC issued a statement saying that “the SEC will regulate crypto-token or crypto-coin investments when the character of the investments qualifies as securities transactions.” It took the position that “virtual crypto assets are securities, unless proven otherwise” placing the burden of proving that crypto assets are not securities on the issuer or sponsor of the assets.
- In June 2021, the SEC introduced the Incubation Regulatory (RI) program “to assess the business models of digital assets firms and test products, services, and operations in real market situations.” In June 2024, it issued a framework on the Accelerated Regulatory Incubation Program (ARIP) for the onboarding of VASPs that had been operating before release of its 2022 Rules for the purpose of issuing them provisional licenses pending a full operational license.
- In May 2022, the SEC introduced Rules for virtual assets regulation, applicable to VASPs, including digital asset offering platforms (DAOPs), digital asset custodians, digital asset exchanges (DAXs).
- The incumbent SEC Director General, Agama, has shown his commitment to positioning the agency as a leading VASPs regulator even before he assumed the position. In May 2024, Agama met with VASPs in Nigeria “to address pertinent issues in the industry.”
- In August 2024, SEC issued ‘Approvals-in-Principle’ to two DAX firms under its ARIP and admitted five firms “to test their models and technology under the SEC’s Regulatory Incubation [“RI”] Program.”
Read also: Crypto Regulation: New DG of SEC Nigeria to meet virtual assets service providers.
Sen. Bamidele’s step in sponsoring the ISB with provisions bordering virtual assets is commendable. The passage of the ISB will be the first legislation by parliament to officially recognize and validate digital assets in Nigeria. All existing legislation emanated from federal agencies including rules and regulations by the Central Bank of Nigeria (CBN), Federal Inland Revenue Service (FIRS), and the SEC.
Other legislators should emulate the Senator’s action to create a viable regulatory framework for the digital assets market in Nigeria. The Senate Committees on Banking and Finance; House Committees on Banking and Currency, and Finance should consider proposing legislation that will better position other federal agencies such as the CBN and FIRS to regulate the market.
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Jude Ayua is a policy analyst at CAB. A lawyer, Jude is an associate at Infusion Lawyers where he is a member of the Blockchain & Virtual Assets Group. He is also a member of the Policy & Regulations Committee of the Stakeholders in Blockchain Technology Association of Nigeria (SiBAN). Jude reports and writes on crypto policy and regulations. jude@infusionlawyers.com