{"id":144112,"date":"2026-07-14T08:56:52","date_gmt":"2026-07-14T08:56:52","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=144112"},"modified":"2026-07-14T09:04:09","modified_gmt":"2026-07-14T09:04:09","slug":"nigeria-capital-markets","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/nigeria-capital-markets\/","title":{"rendered":"Nigeria: Capital Markets"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-144112","comparative_guide","type-comparative_guide","status-publish","hentry","guides-capital-markets","jurisdictions-nigeria"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">G. Elias &amp; Co.<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/GE-Logo.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">G. Elias &amp; Co.<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/GE-Logo.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Capital Markets laws and regulations applicable in Nigeria<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of equity capital markets in your jurisdiction, including the major regimes, regulators and authorities.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, equity securities offerings in Nigeria are mainly governed by the:<\/p>\n<p>a. Investment and Securities Act, 2025 (the \u201cISA\u201d);<\/p>\n<p>b. Securities and Exchange Commission Rules and Regulations, 2013 (as amended and consolidated) (the \u201cSEC Rules\u201d);<\/p>\n<p>c. Companies and Allied Matters Act, 2020 (as amended) (the \u201cCAMA\u201d); and<\/p>\n<p>d. Federal Competition and Consumer Protection Act, 2018 (&#8220;FCCPA\u201d).<\/p>\n<p>The Securities and Exchange Commission (the \u201cSEC\u201d) is the primary regulator overseeing the offering of securities to the public in Nigeria. The Corporate Affairs Commission (the \u201cCAC\u201d) is the public registry for companies in Nigeria, with which certain filings may be made. Where such securities are listed on any securities exchanges, the rulebooks for the exchange will apply, and the front-line self-regulatory organizations are the Nigerian Exchange (\u201cNGX\u201d), FMDQ Exchange, and NASD OTC Securities Exchange (&#8220;NASD\u201d).<\/p>\n<p>In addition to the above, each relevant sector may introduce some sector-specific legislation to regulate equity issuances within the sector. Some prime examples are regulation 27(a) of the Competition Practices Regulations, 2007 issued by the Nigerian Communications Commission (&#8220;NCC\u201d), which provides that acquisitions above ten per cent (10%) by telecommunication licensees must be approved by the NCC and section 95 of the Petroleum Industry Act, 2021 which provides that any assignment, novation or shares transfer by a holder of a petroleum prospecting license or petroleum mining lease should obtain the consent of the Minister of Petroleum Resources. Other examples are section 107 of the Nigerian Insurance Industry Reform Act, 2025 which mandates the prior approval of the National Insurance Commission for any amalgamation, transfer or acquisition of any insurer with another insurer or any part of the business and section 7 of the Banks and Other Financial Institutions Act, 2020 which mandates the prior approval of the Governor of the Central Bank of Nigeria for any arrangement or agreement that may result in change of control, transfer, amalgamation or merger of a bank or other financial institution, or the whole or part of the business of such entity.<\/p>\n<p>Apart from the sector-specific laws, equity offerings intersect with tax rules (company income tax, capital gains, withholding tax on dividends, stamp duties, VAT on fees) and foreign exchange controls (Central Bank of Nigeria (\u201cCBN\u201d) rules on inflows and repatriation).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of debt capital markets in your jurisdiction, including the major regimes, regulators and authorities, to the extent different from the above.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Nigeria\u2019s debt capital markets sit on the same core architecture as equities, but with some distinct statutory parts, SEC rule sets, and additional public\u2011sector debt and sukuk regimes. Generally, debt securities offerings in Nigeria are mainly governed by the:<\/p>\n<p>a. The ISA;<\/p>\n<p>b. the SEC Rules related to bonds and debt securities, including sukuk regulations;<\/p>\n<p>c. the CAMA; and<\/p>\n<p>d. relevant exchange listing rules;<\/p>\n<p>Similar to equity offerings, the CAC is also a public registry for the issuance of debt securities. The SEC is also a key regulator where the issuer of such debt securities is a public company, the state and local governments and any government agencies or where such securities are issued to the Nigerian public. In addition, the CBN also regulates commercial paper issuances because of the role of banking institutions in such issuances. At the sovereign level, the Debt Management Office manages federal public debt and issuance programmes (FGN bonds, Sukuk, savings bonds, Treasury bills), coordinating closely with the SEC and the relevant exchanges on offer terms and market structure. Where such securities are listed on any securities exchanges, the relevant rules for the exchange will also apply.<\/p>\n<p>Nigerian bond deals are typically structured with a corporate trustee and security package governed by SEC trust rules and CAMA security provisions; the trustee\u2019s role, duties and enforcement powers are heavily regulated to protect debtholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there self-regulatory organizations with delegated regulatory powers? How significant is their role compared to the government regulator?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Nigerian capital markets use a \u201chybrid\u201d model where the SEC is the apex statutory regulator, and exchanges\/OTC platforms function as self\u2011regulatory organizations (\u201cSROs\u201d) with delegated and contract\u2011based rulemaking and enforcement powers. Their role is significant, but always subordinate to the SEC, as the main SROs are the Nigerian Exchange (\u201cNGX\u201d), the FMDQ Exchange and the NASD. As an SRO, the NGX issues listing rules, trading rules and corporate governance requirements, and supervises issuers and brokers for compliance, subject to SEC oversight and approval of its rulebook. NASD is expressly recognised as both an SEC\u2011regulated exchange and a self\u2011regulatory organisation for unlisted securities. It has regulatory oversight over admitted securities and participating institutions, enforces its own rules on disclosure and trading conduct, and operates its own complaints\/discipline system, but must comply with the SEC Rules and approvals.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the common exemptions for securities offering without prospectus and\/or regulatory registration in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The requirement for a registered prospectus or similar offering document for securities offerings depends on whether the securities are being offered to the public. In the case of equity issuances, private offerings of securities may be made without a prospectus or registration of such a prospectus, and, where applicable, may also be exempt from registration requirements. An issuer of equity securities is not automatically relieved of any applicable filing or registration obligations unless the transaction falls within an express exemption.<\/p>\n<p>In the case of debt securities, treasury bills and other treasury instruments are generally exempt from prospectus requirements, as they are issued through an auction process governed by the CBN and executed on the Scripless Securities Settlement System.<\/p>\n<p>Private offerings of debt securities (as described under Section 97 of the ISA) may also be exempt from registration with the SEC, provided they are offered and distributed strictly in accordance with applicable statutory ad regulatory conditions and are not listed on an exchange or even noted on a private segment of a securities exchange according to Rule 2 of the SEC New Rules on Issuance and Allotment of Private Companies Securities.<\/p>\n<p>Likewise, debt securities issued by the Federal Government or securities issued and registered in another jurisdiction outside Nigeria may fall outside the local prospectus and registration regime, provided the offer is not made to the Nigerian public and the transaction is otherwise outside the territorial scope of the applicable Nigerian securities laws.<\/p>\n<p>Thus, generally, private placements or non-public offers, offers to a limited class of sophisticated or institutional investors, and certain government or statutory securities are carved out of the full prospectus\/registration process.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the insider trading regulations and describe what a public company would generally do to prevent any violation of such regulations.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Insider trading is regulated by the ISA, the SEC Rules (r. 400), the Nigerian Code of Corporate Governance, 2018 (\u201cNCCG\u201d) and the NGX Listing Rules, where the relevant securities are listed on the NGX. By section 137 of the ISA, an insider includes a person in a relationship with the issuer who is prohibited from buying or selling, or otherwise dealing, directly or indirectly in any securities if he or she has material non-public information relating to those securities. However, an insider or a person in a relationship with the issuer who purchases securities while in possession of material nonpublic information is not in breach where such trading is for purposes other than making a profit or avoiding a loss for himself\/herself or another person, or where the transaction is entered into in good faith as a liquidator, receiver or trustee in bankruptcy (see also SEC Rules, r. 400(3)).<\/p>\n<p>Corporate boards are required under the NCCG to develop and implement policies on insider trading, related party transactions and conflict of interest. (NCCG, Principle 25). Thus, the board is responsible for promoting ethical conduct by insiders, ensuring that they refrain from improper insider trading and that appropriate disclosures are made prior to any such transactions. In line with good practice under the NCCG, boards may identify trading windows around price-sensitive board meetings, for example about fifteen (15) calendar days before such board meetings and twenty-four (24) hours thereafter as \u201cnon-authorised or closed period\u201d, during which qualifying insiders are prohibited from trading in the securities of the company.<\/p>\n<p>Furthermore, where a public company is listed on the NGX, for instance, the NGX Listing Rules require such a company to maintain and regularly update a list of \u201cinsiders\u201d from the date of first access to insider information. Additionally, there is a reporting obligation on the part of the insider to inform the issuer of any transaction that has occurred on his\/her account. (NGX Listing Rules, Rule 17.15(c)).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the potential prospectus liabilities in your market. What type of sanctions or disciplinary measures can be imposed by regulators for violations of securities regulations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Prospectus liability in Nigeria arises under the ISA and the SEC Rules where a prospectus contains an untrue statement, a misleading statement, or a material omission. The potential prospectus liability in the Nigerian capital market could be classified into civil and criminal.<\/p>\n<p>The civil liability arises where loss or damage is suffered by a person invited to subscribe for securities as a result of a misstatement or an untrue statement contained in a prospectus. Once damage or loss is established, the following persons are civilly liable to pay compensation to all persons who subscribed for such securities in reliance on the prospectus for any loss or damage they may have suffered due to any untrue statement or misstatement contained in the prospectus: (a) directors of the issuer of the prospectus, (b) employees of the issuer who facilitated the preparation of the prospectus, (c) the issuing house and its principal officers, (d) any person who consented to be named and is named in the prospectus as a director of the issuer, (e) the promoters of the prospectus, and (f) any person named in the prospectus with his or her consent as having made a statement included in the prospectus. A person who gives consent is only liable in respect of untrue statements or misstatements purportedly made by that person as an expert.<\/p>\n<p>Civil liability does not arise where (i) a director withdraws his or her consent in writing before the issuance of the prospectus and it is issued without the director\u2019s authority or consent, (ii) the prospectus was issued without a person\u2019s knowledge or consent, and upon becoming aware the person promptly issues a reasonable public notice that it was issued without the person\u2019s knowledge or consent, (iii) the prospectus was issued, but prior to allotment, the person discovers the untrue statement or misstatement in the prospectus and withdraws his or her consent in writing and follows this with a reasonable public notice of withdrawal; or (iv) a person made a statement as a competent expert who had reasonable grounds to believe the statement to be true. (ISA, s. 113).<\/p>\n<p>With respect to criminal liability, a director or officer who authorises the issue of a prospectus is criminally liable for any untrue statement or misstatement contained in the prospectus, and upon conviction is liable to a fine of not less than \u20a61,000,000 (One Million Naira) or imprisonment for a term of not less than three years or both.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to shareholders of public companies in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A shareholder of a public company may commence a derivative action, or a personal action in its capacity or a representative action on behalf of others as appropriate (CAMA ss. 344 and 346). A shareholder may also petition the court, provided he can prove that the affairs of the company are being or have been conducted in an illegal, oppressive, or unfairly prejudicial manner (CAMA, s.354). In addition, shareholders have practical rights of inspection and access to company records.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to debt securities holders in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The remedies available to a debt security holder would depend on the provisions of the terms of the debt issue. In most instances, the trustee(s) would act on behalf of the debt securities holders, and subject to the terms of the issue, the debt could become immediately due and payable. The trustee may demand payment, declare an event of default, accelerate the debt, or enforce security on behalf of holders. This is usually the primary remedy in bond and debenture structures. If an event of default occurs, holders may be entitled to have the outstanding principal and accrued interest become immediately due and payable, depending on the terms of the issue. Where the debt is secured, holders can look to the trustee to enforce the security package, including charges or pledged assets. In appropriate cases, holders may seek court orders to stop unlawful acts, compel compliance with the terms of the issue, or declare that a default has occurred.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the expected outlook in fund raising activities (equity and debt) in your market in 2026.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Nigeria\u2019s fundraising outlook in 2026 is active on both the equity and debt sides, with several specific catalysts expected to support issuance. Equity fundraising is likely to continue to be driven by sector recapitalization, regulatory capital increases for market operators, and a few high-profile listings, while debt fundraising should remain strong as public borrowing and rate conditions continue to shape issuer behaviour.<\/p>\n<p>The equity markets remain active, and one of the clearest drivers is recapitalization of insurance companies ahead of the July 30, 2026, deadline. That process should keep the insurance sector in the fundraising spotlight through rights issues, private placements, and other capital injection strategies.<\/p>\n<p>A second important driver is the SEC release of the Guidelines on Revised Minimum Capital Regulated Entities dated March 18, 2026, which are intended to increase capital injection into the capital market operators (&#8220;CMOs\u201d) on or before June 30, 2027. That initiative should stimulate fundraising activities across relevant CMOs as they work to meet the revised thresholds.<\/p>\n<p>Another notable equity catalyst is the proposed listing of Dangote Refinery before the end of the year 2026. When completed, that would be a major market event, given the scale and visibility of the asset, and it could materially deepen investor participation and market turnover.<\/p>\n<p>On the debt side, fundraising is also expected to increase. If inflation continues to decline, investor appetite for fixed-income instruments may improve, especially where issuers can offer attractive risk-adjusted yields. There is also a strong expectation that the Federal Government will continue to borrow a larger share of its budget deficit, and that could push yields higher. Higher yields often make debt more appealing to investors, but they also raise the cost of capital for issuers; even so, they can still encourage corporate borrowing where businesses want predictable funding and can price debt efficiently.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the essential requirements for listing a company in the main stock exchange(s) in your market? Please describe the simplified regime (if any) for companies seeking listing or dual-listing in your market. What are the estimated costs and timelines for completing a listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For a company to be listed on an exchange in Nigeria, it must first be incorporated as a public company or re-registered from a private company to a public company. This is because a private company, by Section 22(5) of CAMA, is prohibited from offering its securities to the public. There must also be both shareholders\u2019 and board resolutions approving the listing of such a company on its preferred exchange and the relevant boards of such exchange, where such securities should be listed, where applicable. Where the issuer operates in a regulated sector, the approval of its primary regulator may be required.<\/p>\n<p>In the case of the NGX, the company would be required to determine which of the boards of the NGX it prefers to be listed on, since each of these boards has its specific requirements that the company must meet to be eligible to be listed on such a board. The NGX currently has four boards: (a) growth board, which further has two segments, viz: (i) entry segment; and (ii) standard segment; (b) main board; (c) premium board; and (d) technology board, which has two segments, viz.: (i) start-up; and (ii) big tech.<\/p>\n<p>In the case of NASD Securities Exchange, the company would be required to complete the NASD Form 2, pay the application fee and annual admission fee and submit the required documents such as the profile of the company, certified true copy of the company\u2019s CAC forms, corporate authorisation for listing, incorporation documents, audited financial statements, etc.<\/p>\n<p>For dual listings, the NGX, by Rule 10.1 of the NGX Listing Rules, applies its rules to an overseas issuer in the same manner as to a local issuer, subject to any additional requirements, modifications or exceptions set out in the Rules. An overseas issuer must: (a) be incorporated in accordance with the laws of its home country; and (b) nominate an individual to represent it, and such representative shall perform any duties that the NGX may require. Where the preference for the overseas issuer\u2019s primary listing is, or is intended to be, on another exchange, the approval for listing on that exchange must have been obtained before listing on the NGX can be granted. Where the listing involves the marketing of the relevant securities in Nigeria, securities with a market capitalisation of at least NGN28 billion (or its equivalent) must be offered in Nigeria.<\/p>\n<p>In addition to the requirements of the local law, the issuer must ensure that a minimum of ten per cent (10%) of the issued share capital must be available to the public and held by not less than three hundred (300) shareholders.<\/p>\n<p>The estimated timeline for equities listing on the NGX, for example, is within four (4) to six (6) months. For equity securities, the application fee are as follows: (a) N250,000 for Growth (Entry) Board; (b) 0.1% of the market capitalization for the Growth (Standard) Board; (c) 0.25% of the market capitalization with a cap of N200 million for the Main Board; (d) 0.25% of the market capitalization with a cap of N400 million for the Premium Board; (e) 0.25% of the market capitalization with a cap of N200 million for the Technology (Start-up) Board; and (f) 0.25% of the market capitalization with a cap of N400 million for the Technology (Big Tech) Board. While the listing fee for the Growth (Entry) Board is fixed at N200,000, the listing fee for the other boards is graduated based on the capitalization of the applicant company.<\/p>\n<p>However, in respect of bonds, the application fee will depend on the class and\/or type of bonds. There will be no application fee payable on the value of the Bond for companies that already have their equities listed. However, companies that do not have an equity listing or a dual listing will pay 0.0375% of the value of the Bond. Bond issuers who are state and supranational entities will pay 0.05% of the value of the Bond. The listing fee is graduated and based on the capitalization of the applicant company.<\/p>\n<p>For securities that are to be listed on the FMDQ Exchange, this will depend on the class of securities and their issuer. For example, medium to long-term bonds by corporate and non-corporate issuers will pay 0.037% and 0.05% respectively of the face value of the bond as the application fee. The annual listing fee will be dependent on the value of the issue.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are weighted voting rights in listed companies allowed in your market? What special rights are allowed to be reserved (if any) to certain shareholders after a company goes public?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Weighted shares are generally prohibited for all Nigerian companies, irrespective of whether the issuer is listed or not. (CAMA, s. 140). A holder of preference shares, or of any other class of shares, shall continue to enjoy and exercise all rights attaching to such shares notwithstanding that the Company has become a listed public company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key minority shareholder protection mechanisms in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The main minority shareholder protections in Nigeria are statutory remedies and participation rights that let minorities challenge abuse, force corporate action, and exit on fair terms.<\/p>\n<p>Minority shareholders are statutorily accorded certain level of protection, for instance a minority shareholder possesses the power to (through an application to court) obtain injunction, declaration or restrain the company or officers of the company from (a) doing any act or omission that may affect the minority shareholder\u2019s right, (b) any fraud on the company or the minority shareholder where the directors of the company fail to remedy the wrongdoing, (c) entering an illegal or ultra vires transaction, (d) execution of an act by ordinarily resolution, which is required to be by special resolution under the articles of the company or the CAMA, (e) where the directors may likely derive profit or benefit or have done so due to their negligence or breach of duty, and (f) any other act or omission as the interest of justice may demand. (CAMA, s. 343).<\/p>\n<p>The application to court for the protection of minority shareholder\u2019s interest could be through (i) personal action: where a minority shareholder institutes such action to enforce rights due to him personally, (ii) representative action: instituted on the minority shareholder\u2019s behalf and other affected members, or (iii) derivative action: where the action is commenced in the name of the company to right a wrong doing of the majority shareholder.<\/p>\n<p>Minority shareholders also have participation rights. Minorities with the statutory threshold (one-tenth of the paid-up capital) can requisition a general meeting, which helps force issues onto the agenda. Disclosure and transparency rules help shareholders monitor management and challenge misconduct early.<\/p>\n<p>For listed companies, minority protection is also reinforced by capital markets rules and governance requirements. These include mandatory tender offer rules at control thresholds, SEC oversight of takeovers and schemes, and governance standards requiring audit committees, independent directors, and disclosure.<\/p>\n<p>Other key minority shareholder protection mechanisms for private companies may be provided by the shareholders in their Shareholders\u2019 Agreement and\/or Articles of Association. Such mechanisms could include tag-along, pre-emption rights, information rights, anti-dilution provisions, and exit\/liquidity rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a takeover code available in your jurisdiction? If so, does it provide for the ability to squeeze out minority shareholders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, the ISA and the SEC Rules regulate takeovers in Nigeria. However, the takeover regime does not, as a general rule, permit minorities to be squeezed out merely because a takeover has occurred. The takeover provisions are triggered where an acquisition of shares results in the purchaser crossing the 30% control threshold, but a compulsory squeeze\u2011out arises only in the specific context of a transfer of shares to another company and at least 90% of the shareholders have approved such transfer. In that circumstance, the remaining 10% of shareholders may be compelled to sell their shares to complete the transfer. (see CAMA, s. 712; ISA, s. 142).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the common types of transactions involving public companies in your jurisdiction that require regulatory scrutiny and\/or disclosure?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The common types of transactions by public companies that would require regulatory scrutiny and or disclosure include:<\/p>\n<p><strong>i. Major Equity Issuances:<\/strong> Public companies are required to register and obtain approval of the SEC before issuance of securities by private placements or to the public by way of either rights issues, public offers or other capital raisings. In addition to the registration, public companies are expected to file audited financial statements annually, and quarterly and half-yearly reports with the SEC. As regulatory disclosure requirement, public companies are mandated to comply with full disclosure requirements in their prospectus which should inter alia include offer requirements, particulars of the directors and shareholders, historical financial information, statutory and general information of the companies (See, ISA, s. 86 and 88 and SEC Rules, rules, 278, 280, 284, 288, 326, 340, 38, 39, 41 and 42).<\/p>\n<p><strong>ii. Corporate Restructuring:<\/strong> All forms of mergers, acquisitions, schemes, arrangements and other restructuring operations by a public company are subject to regulatory scrutiny and approval of the SEC. Failure to comply with the disclosure requirement is punishable upon conviction with a fine of not less than N5,000,000 (Five Million Naira) or imprisonment of five (5) years or both. (ISA, ss. 140 and 147).<\/p>\n<p><strong>iii. Related-party Transactions:<\/strong> Public companies are required to include in their annual report a corporate governance report which discloses the nature of any related party relationships and transactions that the company has entered into in the course of the year. (NCCG, Principle 28.3).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the scope of related parties and introduce any special regulatory approval and disclosure mechanism in place for related parties\u2019 transactions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The scope of related parties is broad and generally includes (i) in relation to a company, anybody corporate which is a subsidiary, holding company or a subsidiary of the holding company, and (ii) in relation to individual person, any immediate member of the person\u2019s family, companies over which the person or an immediate family member has control or significant influence and companies where the person or the person\u2019s immediate family member is a key management personnel.<\/p>\n<p>Generally, special disclosure requirements apply to related party transactions. For instance, (i) CAMA imposes an obligation on any director that is directly or indirectly interested in a transaction to disclose to other directors of the company in writing the nature of the director\u2019s interest in the transaction (CAMA, s. 303); (ii) the issuer of a prospectus is required to disclose in the prospectus, any existing or potential related party transaction in relation to the company or its related parties, the nature and extent of the related party transactions (SEC Rule, 288 (9)); (iii) circulars for right issues must also disclose the nature and extent of any related party transaction (SEC Rule, 327 (f)) and (vi) for listed companies subject to exchange rules, disclosure obligations also apply. NGX rules, for instance, require the issuer to disclose in its accounts in addition to formal disclosure to the NGX of any transaction that involves related or interested party transaction with a value of or more than five per cent (5%) of the group\u2019s latest audited net tangible assets (Rules Governing Transactions with Related Parties or Interested Parties, Rule 6.0).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key continuing obligations of a substantial shareholder and controlling shareholder of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A shareholder with at least 5% of the unrestricted voting rights at any general meeting of a public company is regarded as a substantial shareholder. Such a shareholder is required to notify the CAC within 14 days of becoming or ceasing to become a substantial shareholder of a public company. CAMA, ss. 120 and 121.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What corporate actions or transactions require shareholders\u2019 approval?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The corporate actions or transactions that require shareholders\u2019 approval include: (a) alteration of the memorandum and articles of association of a company (CAMA, ss. 50 and 51); (b) change of name of the company (CAMA, s. 30); (c) increase in or reduction of share capital (CAMA, ss. 128 and 131); (d) major asset transactions which are transactions outside the usual scope of business of the company and is fifty per cent (50%) percent or more of the book value of the company\u2019s assets (CAMA, s. 342) and (e) appointment and removal of directors (CAMA, ss. 285-288). However, the shareholders may, in the articles of the company, delegate any of such powers to the board.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are public companies required to engage any independent directors? What are the specific requirements for a director to be considered \u201cindependent\u201d?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, public companies are required under CAMA to appoint at least three (3) independent directors (CAMA, s. 275). In addition, the NCCG and SEC\u2019s Code of Corporate Governance for Public Companies in Nigeria reinforce this requirement by mandating the presence of independent non-executive director(s) on the board and by prescribing a more granular independence test.<\/p>\n<p>For statutory purposes, an individual (together with his or her relatives) will be regarded as an independent director is, during the last two years preceding the relevant time her or she: (i) was not an employee of the company; (ii) have not made or received from the company payments exceeding N20,000,000 (Twenty Million Naira); (iii) does not directly or indirectly own more than thirty per cent (30%) of the company\u2019s shares; (iv) was not an auditor of the company; and (v) does not own more thirty per cent (30%) interest in any entity that receives or pays an amount exceeding N20,000,000 (Twenty Million Naira) or act as a partner of the entity (CAMA, s. 275(3)).<\/p>\n<p>The NCCG then superimposes a more demanding, governance-driven standard. Under Principle 7, an independent non-executive director should among other things: (a) hold not more than 0.01% of the company\u2019s paid up share capital; (b) not be a representative of a shareholder with significant influence on the management of the company; (c) have had no material business relationship with the company in the preceding five (5) years; (d) not have served at directorate level or above in any regulator of the company within the previous three (3) years; (e) not have served the board of the company for more than nine (9) years; and (f) not provide consultancy or professional or other advisory services to the company or its group other than in his or her capacity as a director (NCCG, Principle 7).<\/p>\n<p>Read together, CAMA and the NCCG require public companies not only to meet the statutory independence thresholds but also to ensure that their independent directors are genuinely free from employment, ownership, business, regulatory and other relationships that might compromise, or appear to compromise, their ability to exercise objective and independent judgment on the board.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What financial statements are required for a public equity offering? When do financial statements go stale? Under what accounting standards do the financial statements have to be prepared?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For a public equity offering, the issuer is required to include a signed copy of audited accounts for the preceding five (5) years or, where the issuer has been in operation for less than five (5) years, for the period of its existence. In the case of a new company, an audited statement of affairs will suffice. The relevant disclosure package should include: (a) financial statements; (b) date of incorporation; (c) authorised share capital; (d) paid-up capital, which must not be less than the minimum subscription level prescribed under CAMA; (e) profile of promoters and directors; (f) profile of key management staff; and (g) a summary of the object and business of the company. (SEC Rules, r. 279(2)(d)).<\/p>\n<p>Financial statements are considered current only if they are no more than nine (9) months old in the case of corporate bodies or twelve (12) months in the case of states, local and Federal Government agencies and supranational bodies. (SEC Rules, r. 279(2)(d)(viii)). In addition, the financial statements should ordinarily be prepared in accordance with the International Financial Reporting Standards. (see SEC Rules, r. 41(1); Financial Reporting Council Regulations, 2016 -2025, r. 13)<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key environmental, social, and governance (ESG) and sustainability requirements in your market. Additionally, what are the most significant recent changes or potential upcoming changes in this area?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Nigeria\u2019s ESG and sustainability regime is still developing, but the key requirements now come from a mix of corporate governance, capital markets, environmental, banking, and emerging sustainability-reporting rules. The most significant recent change is the move toward mandatory sustainability disclosure based on IFRS sustainability standards, with phased implementation already announced by the Financial Reporting Council of Nigeria.<\/p>\n<p>Starting with the core requirements, first on the governance side, public companies are expected to comply with the NCCG and related market rules on board composition, risk oversight, internal control, ethics, whistleblowing, and stakeholder engagement. In 2021, the SEC issued the Guideline on Sustainable Financial Principles for the Nigerian Capital Market (&#8220;ESG Guideline\u201d) to promote a sustainable, transparent, and responsible market by ensuring that entities in the market incorporate ESG considerations in their operations and decision-making. Under the ESG Guideline, the issuers and public companies in the market are amongst others required to (a) develop and adopt ESG policies and procedures in their operations, (b) implement programmes aimed at reducing greenhouse gas emissions and management of water, energy efficiency and waste, (c) comply with internationally recognised labour and human right standards, (d) invest in corporate social responsibility projects, (e) apply ESG standards to third-parties i.e. suppliers, contractors and service providers (f) carry out internal and external ESG reviews, (g) file annual reports on compliance with ESG.<\/p>\n<p>On the environmental side, the main obligations typically arise from environmental impact assessment, pollution control, waste management, resource efficiency, and climate-related compliance. The Climate Change Act, 2021, is an important framework because it imposes climate governance expectations on both public and private entities and supports broader decarbonisation and emissions-management policy.<\/p>\n<p>On the social side, companies are expected to manage labour standards, health and safety, human rights, community relations, diversity, and supply-chain responsibility. For financial institutions, the Nigerian Sustainable Banking Principles also push environmental and social risk assessment into lending and investment decisions.<\/p>\n<p>On reporting and disclosure, the NGX also issued the Sustainability Disclosure Guidelines, 2020 (&#8220;Disclosure Guidelines\u201d) which require issuers to make periodic sustainability disclosures, including environmental impact, social practices and governance structures.<\/p>\n<p>The most important disclosure development is the FRCN\u2019s sustainability reporting roadmap, which points toward the adoption of the IFRS Sustainability Disclosure Standards. Under the roadmap, early adopters could report from 2024, voluntary adoption runs through 2027, and mandatory adoption is expected from 2028 for public interest entities and 2030 for SMEs. The biggest recent shift is from a largely principles-based ESG conversation to a more formal mandatory reporting framework. The FRC adoption roadmap is the clearest sign that sustainability disclosure is moving from optional best practice to a compliance obligation.<\/p>\n<p>Another major development is the growing linkage between ESG and capital markets regulation, especially for listed and public-interest entities. The SEC\u2019s ESG Guidelines and NGX Sustainability Disclosure Guidelines now make it clear that ESG is expected to be embedded in operational policies, third-party management, public disclosures, and annual reporting. Compliance is no longer a reputation exercise, but a compliance and reporting issue.<\/p>\n<p>In terms of upcoming changes, the most likely near-term change is fuller implementation of the FRC sustainability roadmap, including more detailed guidance on transition, assurance, and readiness assessment. Another likely development is stronger climate-related disclosure expectations for issuers and financial institutions, especially where lenders, investors, or exchanges push alignment with global standards.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are trust structures adopted for issuing debt securities in your jurisdiction? What are the typical trustee\u2019s duties and obligations under the trust structure after the offering?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, trust structures are, in practice, a standard feature of debt capital market transactions in Nigeria. In issuing debt securities in Nigeria, an issuer is permitted by law to appoint a trustee to act on behalf of the debt securities holders. Where a trust structure is adopted, a trust deed governing the trust arrangement must be filed with the SEC for prior approval.<\/p>\n<p>Typically, the trustee acts as the representative of the bondholders and is responsible for enforcing the terms of the issuance. The duties and obligations of the trustee include: (a) monitoring the issuer\u2019s compliance with the trust deed and other offering documents; (b) safeguarding any security or payment structures; (c) reporting to the SEC any irregularities regarding the trust or any adverse changes in the management of the securities issued; and (d) taking enforcement action in the event of default. In practice, the trustee also convenes meetings of securities holders and ensures that the issuer complies with its ongoing obligations under the trust instrument.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical credit enhancement measures (guarantee, letter of credit or keep-well deed) for issuing debt securities? Please describe the factors when considering which credit enhancement structure to adopt.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Nigeria, debt securities are typically credit-enhanced through overcollateralisation, security arrangements, and guarantees issued by a corporate guarantee provider, a parent company, or an affiliate. The choice of structure depends on the issuer\u2019s creditworthiness, the financial strength of the support provider, the nature of the underlying assets, investor expectations, cost, regulatory acceptability, and the extent to which the issuer is able to grant enforceable security or obtain third-party support. Notably, for debt securities issuances by corporate bodies, credit enhancement measures are not mandatory, but rather at the discretion of the issuer. But all such issuances must have an investment-grade credit rating (SEC Rules, r. 568).<\/p>\n<p>In the case of debt securities issued by the federal agencies, state governments, local governments and their respective agencies and wholly owned companies, credit enhancement is not merely advisable but is generally required. Where the issuer is the the federal capital territory, state governments or local governments, the issue must be supported by either (i) an irrevocable letter of guarantee from a bank or an acceptable third party where the repayment obligation is not fully or partly backed by internally generated revenue of the issuer or (ii) an irrevocable letter of authority to deduct at source from the statutory allocation of due to the issuer. In the case of debt securities issued by agencies or companies owned by the federal or state governments, the law requires an irrevocable letter of guarantee issued by the federal or state government(s) that incorporated or owns such an agency\/company, although an irrevocable letter of guarantee issued by an acceptable third party may be accepted. (ISA, s. 271(3)).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical restrictive covenants in the debt securities\u2019 terms and conditions, if any, and the purposes of such restrictive covenants? What are the future development trends of such restrictive covenants in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Usual restrictive covenants in the terms and conditions of debt securities issuances include (i) prohibition of further encumbrance or re-use of the collateral securing the securities, (ii) a requirement that the trustee, acting on behalf of the securityholders, give its consent before any change of control of the issuer, (iii) a requirement that the trustee consent where proposed future borrowings would exceed an agreed threshold, and (iv) restriction on the declaration or payment of dividends until due principal and\/or interests under the securities has been fully paid.<\/p>\n<p>These restrictive covenants serve the primary purpose of preventing loss or diminution of value of the issuer\u2019s assets\/collateral to mitigate the risk of nonpayment of debt securities holders. They operate as value-protection mechanisms, limiting transactions or actions that could erode the issuer\u2019s repayment capacity or weaken the security package.<\/p>\n<p>Nigeria may witness evolving trends as intangible assets play a more significant role in determining companies\u2019 credit capacity. For instance, due to the growth of technology-based companies, intangible assets, such as intellectual property, receivables, and goodwill, may be used as collateral subject to their acceptability as viable security. In such instances, appropriate restrictive covenants will be adapted to ensure that the value of such intangible assets is preserved. For example, covenants restricting issuers from licensing core intellectual property without the consent of the trustee (or even the SEC) may be considered in addition to other securities holders\u2019 protection provisions.<\/p>\n<p>More broadly, the growing emphasis on environmental, social, and governance compliance is also likely to influence future debt structures. Debt securities may increasingly be linked to sustainability performance, reporting obligations, or the issuer\u2019s compliance with ESG targets. This trend is consistent with the Financial Reporting Council of Nigeria\u2019s Adoption Readiness Working Group\u2019s ongoing work towards the full adoption and implementation of the International Sustainability Standards Board\u2019s IFRS S1 and S2 by financial institutions in Nigeria by 2030.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In general, who is responsible for any profit\/income\/withholding taxes related to the payment of debt securities\u2019 interests in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The security holders bear the tax obligations on interest from the debt securities, while the issuer is responsible for withholding taxes and remitting the same to the applicable taxing authorities. (Deduction of Tax at Source (Withholding) Regulations, 2024, rr. 3, 4, and 6)).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the main listing requirements for listing debt securities in your jurisdiction? What are the continuing obligations of the issuer after the listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The listing requirements and the continuing obligations of an issuer will depend on the applicable regulatory framework, the choice of exchange, and the nature of securities to be listed. For example, to list corporate bonds on the NGX, the issuer must (a) have a minimum of three (3) years\u2019 operating track record; where the Issuer is an SPV with less than three (3) years\u2019 operating track record, the obligor must satisfy this requirement, (b) obtain the appropriate corporate authorization (board or shareholder resolution) approving the issuance and the listing, and (c) produce audited financial statements covering the last three (3) financial years provided that the most recent statement at the time of submission of the application is not more than nine (9) months old. Where the Issuer is an SPV, the obligor is expected to meet the relevant financial track record requirement as well.<\/p>\n<p>In addition, the issuer and the issuing house are required to file a post-offer summary with the SEC within 21 business days after the offer closes. The summary report is expected to address, among other things: (a) any problems arising generally from the conduct of the issue; (b) whether the parties complied satisfactorily with their obligations in relation to the offer; (c) details regarding the return of surplus monies; (d) details and any evidence of dispatch of share certificates; (e) status of listing of the securities at the exchange; (f) details and evidence of payment of net proceeds of the issue to the issuer; (g) analysis of total costs incurred during the course of the offer; (h) any other relevant information and recommendation. (SEC Rules, r. 307).<\/p>\n<p>There is also a continuing obligation on the issuer to release and file simultaneously with the SEC and the relevant securities exchange (where applicable), and publish not more than 48 hours after, to the public, quarterly, interim financial statements and annual report within thirty (30) days of the end of the quarter and within ninety (90) days after the end of the financial year. (SEC Rules, r. 308).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and restrictions for a foreign issuer to conduct a public offering or list securities in your jurisdiction? Are there any significant differences compared to domestic issuers in terms of disclosure obligations, continuing obligations, or regulatory compliance burdens?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A foreign issuer making an offer of securities by way of a public offering is subject to the regulatory framework of Nigerian securities laws and oversight of the SEC to the extent that the offer constitutes, or is deemed to constitute, an invitation to the Nigerian public or is directed at Nigerian investors. The central requirement is that a foreign issuer, just like a domestic issuer, is not allowed by law to make an invitation to the public to acquire securities unless the securities have been duly registered with the SEC (ISA, s. 95(1)). Accordingly, a foreign issuer, like a domestic issuer, must ordinarily procure registration of its securities through Form SEC 6F, together with the relevant prospectus and payment of the prescribed fees, and in such form and manner as the SEC may require (SEC Rules, r. 415).<\/p>\n<p>In practice, a foreign issuer seeking to offer securities in Nigeria must comply with the SEC\u2019s registration, filing, and disclosure requirements, including the use of a registered and SEC-approved prospectus. Such an issuer will also ordinarily be expected to appoint SEC-registered capital market operators and, where a listing is contemplated, to comply with the admission requirements and continuing obligations of the relevant securities exchange.<\/p>\n<p>However, in line with Rule 416 of the SEC Rules, the SEC retains a discretion to grant an exemption from compliance with any or all of the registration requirements where it considers it appropriate in the public interest to do so and there is a reciprocal agreement between Nigeria and the issuer\u2019s country of establishment or where the issuer\u2019s country is a member of the International Organisation of Securities Commissions.<\/p>\n<p>The exemption may include complete waivers of all SEC registration requirements by: (a) accepting a prospectus approved by the foreign securities commission or a similar body, and (b) accepting audited annual reports\/accounts that have been approved by the securities commission of the foreign jurisdiction.<\/p>\n<p>In substance, there are no significant differences between domestic issuers and foreign issuers in relation to core disclosure obligations, continuing obligations and regulatory compliance. Even where a foreign issuer is exempted from registration by the SEC, the exemption does not relieve the foreign issuer from filing reports, forms or other documents as the SEC may require (SEC Rules, r. 416).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what extent do public markets remain a viable exit strategy for private equity investors in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public markets in Nigeria remain a viable but not always the easiest exit route for private equity investors. They can work well for larger, well-governed portfolio companies with clean financials, a clear growth story, and enough scale to meet SEC and exchange requirements, but the market is often constrained by valuation gaps, liquidity limits, foreign-exchange volatility, and timing risk.<\/p>\n<p>An Initial Public Offering or public offering can be attractive where the investee company is mature enough to satisfy regulatory and listing requirements, can support a credible valuation, has the cash flow and revenue that the market expects, and can draw sufficient public demand. However, the listed market in Nigeria is not always deep enough to absorb large blocks of shares at the valuation a private equity seller wants. That means an IPO may be possible, but not always optimal, as the primary or first-choice exit route.<\/p>\n<p>Overall, public markets in Nigeria are regaining relevance as an exit option, particularly in sectors that continue to attract strong investor demand. The market remains viable, in part, due to regulatory reforms, increased investor confidence, and the growing use of technology to channel local capital into the market. A notable recent example is the listing of Aradel Holdings Plc in October 2024 which enabled the full divestment of Capital Alliance Private Equity IV Limited, a private equity fund sponsored by leading private equity firm African Capital Alliance Limited, through the public market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current regulatory trend in your jurisdiction \u2013 are regulators and stock exchanges taking steps to expand oversight, simplify requirements, or both? Please elaborate on recent initiatives.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The regulatory trend in Nigeria reflects a combination of expanded oversight and the streamlining of both regulators and exchanges. The overarching objectives are to improve market efficiency, protect of investors and attract domestic and foreign investment.<\/p>\n<p>The SEC, as the leading regulator, has continued to strengthen its enforcement capabilities and regulatory supervision while simplifying certain requirements. Specifically, the SEC focuses on market integrity, transparency, and investor protection and compliance with global standards in market dealings. For instance, the SEC now insists on compliance with corporate governance standards, environmental, social and governance (ESG) and disclosure obligations. Another major regulatory expansion is the regulation of commercial paper issuance in Nigeria by the SEC in 2025. Similarly, the SEC is currently leveraging on technology to enhance its oversight and simplify market requirements, for instance, the SEC recently rolled out (a) regulatory hub, known as R-Hub, which is a centralized digital platform deployed to foster real time collaboration among key regulatory agencies like the Economic and Financial Crimes Commission, the CBN, the CAC and the Nigeria Revenue Service, and a digital platform for capital market operators to interface with SEC for online submission of applications and tracking of approval.<\/p>\n<p>The SEC, in April 2026, released the proposed new rules for public offerings of securities by free zone entities. The proposed rules, once finalised and issued by the SEC, will permit free zone entities to issue their equity securities to the Nigerian public in the customs territory, that is, outside the free zone area. Further, as part of the preparation for the initial public offering of Dangote Petroleum Refinery &amp; Petrochemicals FZE, the National Pension Commission has granted a one-off and special dispensation to the pension fund administrators from the provisions of Section 6.2.7.1 (iii) of the Revised Regulation on Investment of Pension Fund Assets. This dispensation involves waiving the applicable existence, profitability, and dividend requirements without prejudice to other extant regulatory safeguards.<\/p>\n<p>Following the adoption of the T+2 settlement framework in Nigeria from November 28, 2025, the Central Securities Clearing System, in line with directives from the SEC, has announced that the Nigerian capital market will officially transition to a T+1 settlement cycle effective Monday, June 1, 2026. This means that all trades executed on the NGX, the NASD Exchange, and the Lagos Commodities &amp; Futures Exchange (LCFE) will, upon adoption, settle one (1) business day after the trade date.<\/p>\n<p>In addition, the NGX has recently launched NGX Invest, a digital primary market platform designed to facilitate investor participation in the market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there active consideration or development of a regulatory framework for crypto assets in your jurisdiction's capital markets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Nigeria is actively developing a regulatory framework for crypto and other digital assets, and the direction is toward bringing them within the SEC\u2019s capital-markets perimeter rather than leaving them unregulated. The ISA 2025 defines \u201csecurities\u201d to include \u201cvirtual and digital assets\u201d. Prior to that, the SEC had on May 11, 2022, issued the New Rules on the Issuance, Offering Platforms and Custody of Digital Assets. These rules apply to (i) local, foreign or non-residential issuers or sponsors of virtual or digital assets, and (ii) platforms that facilitate the trading, exchange and transfer of virtual assets. The definition of virtual assets is broad enough to capture digital currencies to the extent that they are not fiat currencies, e-money or digital securities.<\/p>\n<p>Nigeria also has both a general SEC sandbox and a crypto\/digital-asset onboarding track. The SEC\u2019s FinTech ecosystem includes a year-long Regulatory Incubation (RI) sandbox and an Accelerated Regulatory Incubation Program (ARIP) for virtual asset service providers and digital financial service providers. The SEC also maintains a live directory of registered participants.<\/p>\n<p>The CBN\u2019s position is now more permissive than it was in 2021, but it remains a banking-sector control regime, not a general crypto endorsement. In December 2023, the CBN issued the Guidelines on the Operation of Bank Accounts for Virtual Asset Service Providers (\u201cVASPs\u201d) (\u201cthe VASP Guidelines\u201d). The VASP Guidelines are designed to establish minimum standards for banking relationships with VASPs in Nigeria, ensure oversight of financial institutions servicing SEC licensed entities, provide direction on the operation of accounts held by such entities, and strengthen risk management practices within the crypto asset ecosystem. In that sense, CBN regulates the financial institutions that interface with crypto businesses, rather than acting as the main capital markets regulator for crypto assets themselves.<\/p>\n<p>Taken together, these developments show that Nigeria is moving toward a more comprehensive and structured regulatory regime for digital assets, and is positioning itself as a leading African jurisdiction in crypto regulation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">8576<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/144112","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=144112"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}