Under Nigerian law, any company or individual seeking to offer any capital market-related services must be licensed or registered with the Securities and Exchange Commission. Nigeria’s capital market is majorly a market for long-term investment where the issuing and trading of corporate equities and long-term debt securities are done. The capital market is a strong pull of Nigeria’s economic growth and it is primarily regulated by the Securities Exchange Commission (SEC). Other regulators include the Nigerian Stock Exchange Commission, which regulates listing at the stock exchange, and also the Central Bank of Nigeria (CBN).

The primary legislation governing the capital market is the Investment and Securities Act (ISA). Section 38 of the Investment and Securities Act 2007 provides as follows:

“(1) No persons shall-

 (a) operate in the Nigerian capital market as an expert or professional or in any other capacity as may be determined by the Commission; or 

 (b) carry on investments and securities business unless the person is registered in accordance with this Act and the rules and regulations made thereunder.

(2) The Commission shall prescribe the conditions for registration including the level of knowledge and skill required to operate in the capital market 

Furthermore, Section 315 of the ISA defines what it entails to engage in securities business where it provides as follows:

Section 315 of the Investment and Securities Act, 2007

“Dealing in Securities” means (whether as principal or agent) making or offering to make with any person, or including or attempting to induce any person to enter into or to offer to enter into:

(a) any agreement for or with a view to acquiring, disposing or subscribing for, or underwriting of securities: or

(b) any agreement the purpose of pretended purpose of securing a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities.”

Consequently, every entity seeking to offer or provide any services must be duly registered with the Securities and Exchange Commission.

Rule 46 of the SEC Rules and Regulations made pursuant to the Investment and Securities Act 2007 (ISA) provides the lists of regulated operators of the capital market as follows;

  1. Issuing Houses/ Merchant Bankers;
  2. Underwriters;
  3. Brokers/ Dealers;
  4. Sub-Brokers;
  5. Receiving Bankers;
  6. Registrars;
  7. Trustees
  8. Investment Advisers (Corporate And Individual);
  9. Fund/ Portfolio Managers;
  10. Rating Agencies;
  11. Market Makers
  12. Custodians.


The Securities and Exchange Commission, being the ombudsman of the investment and securities industry, has a pivotal role to play as the real essence of law and ethics in the industry is to build a fair, efficient and transparent financial market. Thus, this has borne a mandatory regulation that all capital market operators be registered, and each is required to be members of one or more Self-Regulatory Organizations (SROs).