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

  *Find below the approved new rules & amendments that update  the above document

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

a.   Amendment to Rule 39- Annual Report
b.   Amendment to Rule 41(1)- Quarterly Report
c.    Amendment to Rule 41 (4)- Interim Financial Statement
d.   Amendment to Rule 67(2)- Individual Sub-broker (Re-instatement)
e.   Deletion of Rule 190(1) and 216(1)-Trading Rules
f.     Amendment to Rule 300- Pre-Offer Waiting Period (Fixed Price Offers)
g.   Amendment to Rule 302- Application Form
h.   Amendment to Part C (Schedule 1- Securities Offering)
i.     Amendment to Part N Rule 602- Miscellaneous (Prohibition of Gifts by Public Companies at meetings etc.)
j.     Amendment to Rules relating to Complaints Management for the Capital Market

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

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.
1. New Rules
(a) Rules on Specialized Funds/Schemes
(b) Application Form for Registration of Exchange Traded Funds (ETF): Form 6A6
(c) Application Form for Registration of Additional Units/Securities of Collective Investment Schemes: Form 6A7
(d) Registration Requirements for Commodity Brokers
(e) Rules on Capital Market Holding Companies (CMHC)
2. Sundry Amendments
(a) Amendment to the Rules on Book Building and Fund/Portfolio Management Operations
(b) Amendment to the Code of Corporate Governance
(c) Amendment to Rule 5 (3)- Regulations for Demutualization of Securities Exchanges
(d) Amendment to Rule 14 (1) – Rule on Appointment of Compliance Officers
(e) Deletion of Rule 19 (5)- Rule on need for Stockbrokers to be Sponsored for Registration
(f) Amendment to Rule 19 and 35- Registration status of Sponsored Individuals
(g) Amendment to Rule 40 (5)- Type of Public Company that may file Earning’s Forecast
(h) Amendment to Rule 41 (4)- Rules relating to Publication of Interim Financial Statement
(i) Amendment to Rule 45 (Part C)- Registrable Functions
(j) Amendment to Rule 51 (1)- Reports to be Filed
(k) Amendment to Rule 51 (1) (b) & (c)- Reports to be Filed/Schedule II (Penalties)
(l) Amendment to Rule 57- Net Capital Requirement
(m) Amendment to Rule 58- Determination of Net (Liquid) Capital
(n) Amendment to Rule 74- Relationship between Sub-Brokers and Broker/Dealers
(o) Amendment to Rule 107 (4)- Unclaimed Return Monies
(p) Amendment to Rule 125- Prohibition of Assignment
(q) Creation of New Rule under Part C13- Right of Investor to appoint Custodian
(r) Amendment to Rule 132- Use of Nominees
(s) Amendment to Rule 279 (3)(5)(ii)- Rule on Shelf Registration
(t) Amendment to Rule 421- Definition of Acquisition (Mergers)
(u) Amendment to Schedule I- Registration Fees, Minimum Capital Requirement, Securities & Others
(v) Amendment to Schedule II- Insertion of penalty for Diversion/misapplication of Issue Proceeds.

 

New rules and amendments as at 12 October 2018 Download Pdf

SUMMARY OF CHANGES

New rule
(1) Rules on Green Bonds
 Sundry Amendments
(1) Inclusion of BVN as a valid means of identification of individual clients in the Capital Market
(2) Rule on Investment Advisory Services
(3) Amendment to Rule 61- Nominee Accounts
(4) Amendment to Rule 96 & 97- Investment Advisers

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

 

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

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)

SEC CODES


Code of Corporate Governance for Public Companies_4 April 2011

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