SEC Nigeria’s Consolidated Rules and Regulations as at 2013 (Download pdf)

 

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*Find below the approved new rules & amendments that are updates to  the above document

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1.    New Rule

New Rules on Issuance and Allotment of Private Companies’ Securities

 2.    Sundry Amendments

a.    Amendments to Rules on Corporate Bonds

b.    Amendments to Rule 39- Annual Report

c.     Amendments to Rule 41- Quarterly Reports

d.    Amendments to Part N- Miscellaneous Rules

e.    Amendments to Schedule 1- Part D- SEC Fees on Market Deals

f. Amendments to the Rules on Private Equity Funds

g.    Sundry Amendments to CIS Rules

h.    Amendments to Rule 450- New Sub-rule (9) General Rules for CIS

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New Rules And Sundry Amendments To The Rules And Regulations Of The Commission (23 December 2024)

New Rules

1. New Rule on Issuance of Commercial Papers

Sundry Amendment

2. Amendment to Rule 8 (Exemptions)
3. Amendment to the Rule on Annual Supervision Fees for Collective Investment Schemes

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Securities And Exchange Commission (Capital Market Operators Anti-Money Laundering And Combating The Financing Of Terrorism) Regulations – 12 May 2022

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PART I – OBJECTIVES, APPLICATION AND SCOPE
1. Objectives
2. Application

PART II – AML AND CFT/CPF INSTITUTIONAL POLICY FRAMEWORK
3. General Guidelines on Institutional Policy.
4. Duties of an AML/CFT/CPF Compliance Officer.
5. Co-operation with relevant authorities
6. Identification of proceeds of crime
7. Secrecy and confidentiality laws
8. Anonymous and numbered accounts

PART III – CUSTOMER DUE DILIGENCE MEASURES
9. Customer Due Diligence measures
10. Correspondent relationships with high risk foreign banks
11. On-going Due Diligence
12. Application of Enhanced Customer Due Diligence (ECDD) for Higher Risk Clients
13. Lower Risk Categories of Clients
14. Timing of Verification
15. Travel Rule Requirements
16. Verification of Beneficial Ownership
17. Application of CDD to existing clients
18. Determination of a Politically Exposed Person
19. Measures to prevent the misuse of new technologies and non- face-to-face transactions
20. Reliance on intermediaries and third parties on CDD measures
21. Keeping and maintenance of records of transactions
22. Complex and unusual large transactions

PART IV – INTERNAL CONTROLS, COMPLIANCE AND AUDIT
23. Internal Procedures, Policies and Controls

PART V – MONITORING AND REPORTING OF SUSPICIOUS TRANSACTION REPORTS
24. Suspicious Transactions “Red Flags”
25. Business relationships with persons from countries which do not apply the FATF recommendations

PART VI – EMPLOYEE EDUCATION AND TRAINING PROGRAMME
26. Comprehensive employee education and training programmes
27. Monitoring of employee conduct
28. Protection of staff who report violations
29. Additional Areas of AML/CFT/CPF Risks
30. Additional Procedures and Mitigants
31. Testing for the Adequacy of the AML/CFT/CPF Compliance Programme
32. Board approval of the AML/CFT/CPF Compliance Manual

PART VII – KNOW YOUR CUSTOMER AND IDENTIFICATION PROCEDURE
33. Guidance on Know Your Customer
34. Duty to obtain identification evidence
35. Identification Procedure
36. Verification of identity
37. Timing of Identification Requirements
38. Cancellation and Cooling – Off Rights, Redemptions and Surrenders
39. New business transaction by an existing Client.
40. Certification of Identification Documents
41. Recording identification evidence
42. Concession in respect of payment made by post
43. Investment funds

PART VIII – ESTABLISHING IDENTITY
44. Establishment of identity under these Regulations
45. General Information
46. Private Individuals resident in Nigeria
47. Physical Checks on Private Individuals resident in Nigeria
48. Electronic checks
49. Private Individuals not resident in Nigeria
50. Information to establish identity
51. Identification guidance for Institutions
52. Other Types of Operators
53. Retirement benefit programmes
54. Mutual or friendly, cooperative and provident societies
55. Charities, clubs and associations
56. Trusts and foundations
57. Professional intermediaries
58. False identities and impersonations
59. Refugee and asylum seeker
60. Identification procedures for opening accounts for students or young persons
61. Establishing the Identity of Trust, Nominees and Fiduciaries
62. Offshore Trusts
63. Conventional family and absolute Nigerian trusts
64. Receipt and Payment of Funds on behalf of a Trust.
65. Powers of Attorney and Third Party Mandates
66. Executorship accounts
67. Unincorporated Business or Partnerships
68. Verification of legal existence of a corporate client
69. Non Face – to – Face Business
70. Low Risk Corporate Business.
71. Private and Public unquoted Companies
72. Higher Risk Business Relating to Private or Public unquoted Companies
73. Foreign Capital Market Operator
74. Charities in Nigeria
75. Registered Charities
76. Clubs and Societies
77. Occupational Pension Schemes
78. Religious Organizations (ROs)
79. Three -Tiers of Government and Parastatals
80. Foreign Consulates

PART IX – INTERMEDIARIES OR OTHER THIRD PARTIES TO VERIFY IDENTITY OR TO INTRODUCE BUSINESS
81. Introductions from authorized financial intermediaries
82. Written applications
83. Non-written application
84. Introductions from foreign intermediaries
85. Corporate group introductions
86. Business conducted by agents
87. Correspondent relationship
88. Acquisition of a capital market business by another

PART X – RECEIVING CAPITAL MARKET OPERATORS AND AGENTS
89. Vulnerability of receiving bankers and agents to money laundering, terrorism financing and proliferation financing
90. Who to identify
91. Applications received via brokers
92. Multiple family applications
9 3. Linked transactions
94. Exemption from Identification Procedures

PART XI – MISCELLANEOUS
95. Sanctions for Non- Compliance with the provisions of these Regulations
96. Revocation
97. Interpretation
98. Citation

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Rules on Issuance, Offering Platforms and Custody of Digital Assets – 11 May 2022

New rules

1. PART A – Rules on Issuance of Digital Assets as Securities
2. PART B – Rules on Registration Requirements for Digital Assets Offering Platforms (DAOPs)
3. PART C – Rules on Registration Requirements for Digital Asset Custodians (DACs)
4. PART D- Rules on Virtual Assets Service Providers (VASPs)
5. PART E- Rules on Digital Assets Exchange (DAX)

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Amendments as at December 20, 2021

Major Amendments

1. Amendment to Schedule I (Registration Fees, Minimum Capital Requirements, Securities and Other).

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New Rules as at October 29, 2021

Download Full Document -Social Bonds Rule New – October 29, 2021

 

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New Rules and Amendments as at August 30, 2021

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New Rules
1. Rule on Robo-Advisory Services

2. Rule on Trade Repositories

3. Rule for processing fees payable for the registration of Exchange-Traded Derivatives Products

Major Amendment
4. Amendment to the Rule on Mergers, Take-overs and Acquisitions – (Review for Fairness of Mergers, Take-overs and Acquisitions)

Sundry Amendment
5. Amendment to Rule 97 (1) – Functions

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Amendments as at May 24, 2021

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Amendments to rule 45 (1) and (2) – Registerable functions

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Major Amendments as at April 22, 2021

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New Rules and Sundry Amendments as at March 22, 2021

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New Rule

1. Rule on Warehousing and Collateral Management

Major Amendment

1. Amendment to Rule 19- Renewal of Registration (Reinstatement of Rule 19)

Sundry Amendment

1. Amendment to Quarterly Returns Forms for Unit Trust Schemes

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New Rules and Sundry Amendments as at January 21, 2021 Download full document (PDF)

Pursuant to the Investments & Securities Act (ISA) 2007, the Commission has reviewed and approved the following new Rules and Amendments to its existing Rules and Regulations as follows:

New Rules

1. Rule on Regulation of Fund Management Products
2. Rule on Nominee Companies
3. Rule on General Rules for Collective Investment Schemes (CIS)
4. Rule on Annual Supervision Fees for Collective Investment Schemes
5. Rule on Payment of Administrative Charges for Review of Supplemental Deeds and Amendments to Sundry Agreements.
6. Rules on Crowdfunding.

Sundry Amendments

1. Amendment to Rule 465(d)&(e)- Content of a Trust Deed
2. Amendment to Rule 497- Investment by Collective Investment Schemes in Unlisted Securities/Additional Disclosure
3. Amendment to Rule 517- Amount to be Underwritten and Rule 519- Time Amount Underwritten is to be made Available
4. Amendment to Rule 522- Valuation Report.

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Sundry Amendments as at September 10, 2020 [Download Full Document]

 

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New Rules and Sundry Amendments as at December 23, 2019  [Download Full Document]

Pursuant to the Investments & Securities Act (ISA) 2007, the Commission has reviewed and approved the following new Rules and Amendments to its existing Rules and Regulations as follows:

New Rules

a. Rules on Regulation of Derivatives Trading

b. Rules on Central Counter Party (CCP)

c. New Rule on Registration of Fixed Income Existing Securities Major Amendments

d. Amendment to Rules on Collective Investment Schemes

Sundry Amendments

e. Amendment to Rule 27- Fidelity Bond

f. Amendment to Rule 42: Creation of sub-rule (6)- Minimum Disclosure Requirements by Public Companies on their websites

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New Rules and Sundry Amendments as at October 14, 2019  [DOWNLOAD FULL DOCUMENT]

SUMMARY OF CHANGES

Pursuant to the Investments & Securities Act (ISA) 2007, the Commission has reviewed and approved the following new Rules and Amendments to its existing Rules and Regulations as follows:

1.   New Rules

a.   Rules on Direct Cash Settlement
b.   Rules on Electronic Offerings
c.   Rules on Transmission of Shares

2.   Sundry Amendments

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New Rules and Sundry Amendments as at August 21, 2019 Download Pdf

 

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New rules and amendments as at 12 October 2018 Download Pdf

SUMMARY OF CHANGES

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New rules and amendments as at 22 November 2017 – BATCH B (Download PDF)

Summary of changes

NEW RULES
RULE ON THE REGULATION OF REVENUE BONDS

SUNDRY AMENDMENTS

1. DIVIDEND/RETURN MONEY WARRANTS
2. CODE OF CONDUCT FOR CAPITAL MARKET OPERATORS AND THEIR EMPLOYEES
3. AMENDMENT TO RULE 234 (INTER-DEALER BROKER)
4. AMENDMENTS TO THE RULES ON MERGERS AND TAKEOVER

 

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New rules and amendments as at 22 November 2017 – BATCH A

[Download PDF]

Summary of changes

NEW RULES

1. ASSET MANAGER CODE OF PROFESSIONAL CONDUCT
2. FIXED INCOME PRIMARY ISSUANCE FEES
3. EQUITY PRIMARY ISSUANCE FEES

NOTE: PURSUANT TO SECTION 309 OF THE ISA WHICH EMPOWERS THE MINISTER TO EXEMPT ANY PERSON OR CLASS OF PERSONS FROM THE OPERATION OF THE PROVISIONS OF THE ACT, THE MINISTER OF FINANCE HAS WAIVED THE NAIRA VALUE CAP PLACED ON TRANSACTION FEES PAYABLE TO SOLICITORS, AUDITORS, TRUSTEES, REPORTING ACCOUNTANTS AND THE DEPOSITORY (CSCS). EFFECTIVE JUNE 7, 2018.

SUNDRY AMENDMENTS

1. HARMONIZATION OF REGISTRATION REQUIREMENTS FOR INCIDENTAL FUNCTIONS

A. Rule 56 (1) – Functions of Brokers

B. Rule 67 – SUB-BROKER; Registration Requirements

C. Rule 67 (2) Individual Sub-Broker (Deleted)

D. Rule 84 – Functions of Issuing House

E. Rule 88 (1) Registration Requirements

F. Rule 89 (1) – UNDERWRITERS; Eligibility

G. Rule 89 (2)

H. Rule 92 – Functions of Fund/Portfolio Managers;

I. Rule 178 (1) – Capital Market Experts Or Professionals; Registration Requirements

J. Rule 179 – REPORTING ACCOUNTANTS

K. Rule 181 – ESTATE SURVEYORS

2. RULE ON TRADING IN UNLISTED SECURITIES – INCLUSION OF DEBT SECURITIES

3. RULES ON REGISTRATION OF ALL CAPITAL MARKET OPERATORS WITH RELEVANT TRADE GROUPS/ASSOCIATIONS

4. RULE 35 (7)- CHANGE OF STATUS OF REGISTRANT

5. RULE 314- COST OF ISSUE

6. RULE 420- RULE ON GLOBAL DEPOSITORY RECEIPTS

7. RULE 456(1)(f)- OBLIGATIONS OF THE CUSTODIAN OF A COLLECTIVE INVESTMENT SCHEME

8. SCHEDULE I OF THE COMMISSION’S RULES AND REGULATIONS-REGISTRATION FEES, MINIMUM CAPITAL REQUIREMENTS, SECURITIES AND OTHERS

9. SCHEDULE VI- BASIS OF COMPUTATION OF BID AND OFFER PRICES FOR COLLECTIVE INVESTMENT SCHEMES

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• New rules and amendments as at June 2017 (Download PDF)

Summary of changes

NEW RULES
1. Rules on Return of Unclaimed Dividends to Paying Companies.
2. Inclusion of Independent National Electoral Commission (INEC) voter’s
registration card as a valid means of identification of individual clients in the
Capital Market.
3. Three-tiered Know-Your-Customer (KYC) Framework for Capital Market
Operators.
4. Fund/Portfolio Management Operations Rules

MAJOR AMENDMENTS
1. Amendment to the National Investor Protection Fund (NIPF) Rules
2. Amendment to Rule 508- Rules on Real Estate Investment Schemes
3. Amendment to Rules on Infrastructure Funds

SUNDRY AMENDMENTS
1. Rule 19- Sponsored Individuals/Compliance Officers
2. Rule 22 (4)- Minimum Paid-up Capital-Definition of Core/Non-Core Operators
3. Rule 22 (5)- Minimum Paid-up Capital
4. Rule 42 (1) & (2)- Half-yearly Returns
5. Rule 182 (5)- Registration requirements
6. Rule 279 (2) (d) (viii)- Registrable Securities
7. Rule 279 (2) (p)- Registrable Securities
8. Rule 279 (2) (r)-Registrable Securities
9. Rule 279 (3) (3) (i)- Registrable Securities
10. Rule 279 (8)- Registrable Securities
11. Rule 288 (3)- Contents of a Prospectus
12. Rule 300- Pre-offer waiting period (Fixed Price Offers)
13. Rule 305- Proceeds of Issue
14. Rule 312 (6) (i)- Undersubscription
15. Rule 314- Cost of Issue
16. Rule 315 (4)- Underwriting of Public Issues
17. Rule 315 (4) (d)- Underwriting of Public Issues
18. Rule 315 (7)- Underwriting of Public Issues
19. Rule 316 (1)- Amount to be Underwritten
20. Rule 323 (22)- Conditions for Approval of Offer
21. Rule 340 (2) (e)- Conditions for Approval of Offer
22. Rule 420 (1)- Depository Receipts by Nigerian Entities
23. Rule 421- Definition of Acquisition (Mergers)
24. Rule 566- Conditions to be satisfied by the Issuer
25. Rule 567 (f)- Registration Requirement for Corporate Bonds
26. Schedule 1 Part D (3)- SEC Fees on Market Deals

Creation of New Form SEC 2D for Fit and Proper Persons (Sponsored Individuals, Directors/Partners) for Registration in the Capital Market.

DELETION
1. Rule 312 (4)- Undersubscription
2. Rule 340 (2) (h) – Conditions for Approval of Offer)

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• Sundry Amendments to SEC Rules and Regulations_April 13, 2015

• Rules for Demutualization of Securities Exchanges in Nigeria_April 27, 2015

• Rules on Securitization_ April 13, 2015

• Rules on Trading in Unlisted Securities_April 13, 2015

• Rules Relating to the Complaints Management Framework of the Nigerian Capital Market_February 12, 2015

• Rules on Infrastructure Funds, Foreign Collective Investment Schemes and Sundry Amendments, 12 May 2014