Securities Exchange Registration Requirements

APPLICATION GUIDELINES

• All the documents listed below are mandatory requirements, which must be provided.
• Every SEC Form must be duly completed and adequately populated with all the required information ensuring that no field is left blank, as this will invalidate the forms.
• An application is not considered submitted until the forms are adequately populated and all the required documents provided
• Sponsored individuals whose registration have lapsed are required to commence the registration process afresh. (refer to the SEC Rules 19 and 35 as amended)
• Proposed sponsored individuals are required to visit any of the SEC offices with three (3) recent passport photographs to commence the Police clearance process (this for potential sponsored individuals seeking registration for the first time with the Commission and those whose registration as sponsored individuals have lapsed);
• All potential sponsored individuals (Except individuals for transfer) will be required to attend a pre-registration training and examination. Successful individuals, (provided the required structure of sponsored individuals is maintained) will be presented before the Registration Interview Committee for consideration.
• ALL original copies of the documents/certificates are to be presented for sighting by an authorized officer of the SEC.
• Annual renewal of registration: Upon the approval to operate as a Capital Market Operators (CMO), the company shall renew its registration annually not later than January 31st of every year
• The Commission may require such other documents and/or information as it considers necessary for registration.
• Every applicant Company/Firm will be physically inspected in the course of processing an application for registration,
• A fair knowledge of the Rules and Regulations of the Commission and Investments & Securities Act No 29 of 2007 and the Capital Market is an essential prerequisite for registration

REGISTRATION REQUIREMENTS

Payment

1. Evidence of Payment of Filing/Application Fee – N100,000 (One Hundred Thousand Naira);
2. Evidence of Payment of Processing Fee – N300,000.00 (Three Hundred Thousand Naira);
3. Evidence of Payment of Registration Fee – N30,000,000.00 (Thirty Million Naira);
4. Evidence of payment of Director’s fee- N100,000.00 (One Hundred Thousand Naira)
5. Evidence of Payment of Sponsored Individual Fee – N100,000.00 (One Hundred Thousand Naira) only for each potential sponsored individual and N50,000.00 (fifty thousand naira) for each transferring sponsored individual only;

Forms

1. Duly Executed Form SEC3 and 5 – For the Company
2. Form Executed Form SEC 2 and 2D – For Sponsored Individuals/ all Directors of the Company (Note that every potential Capital Market Operator requesting for registration of this function requires to have at least Four sponsored individuals, one of whom should be a Compliance Officer who shall be responsible for monitoring compliance with the ISA 2007, Rules and Regulations, notifications, guidelines, instructions etc. issued by the Commission or the Federal Government).
3. *Duly Executed Form SEC 2B – (Additional for Transfer of Directors or Sponsored Individuals which shall be attached with a copy of resignation letter and acceptance of resignation from previous Employer); all Form are required to be duly completed and submitted in duplicates.

Directors and Proposed Sponsored Individuals

1. Minimum of Four (4) sponsored Individuals, one of whom should be a Compliance Officer;
2. The Managing Director of the Company to be among the sponsored individuals;
3. (Companies registered/seeking registration to carry out multiple functions shall sponsor the total number of individuals prescribed for each function).
4. The Form SEC 2 should indicate among the BVN with Bank details, Personal/Official Email Addresses. Also, shall include the Full Postal Addresses, Contact Numbers/Email addresses of Immediate Previous, Employers Bankers and nominated Referees;
5. Provide copy of employment letters and schedule of duties;
6. Detailed curriculum vitae of all Directors and proposed sponsored individuals shall include details of activities arranged in a chronological order from Secondary School(s) with dates and duration clearly indicated. (Reasons for leaving all previous employment are required to be stated and all dates/gaps in employment and educational history explained);
7. Copies of credentials of including secondary school and NYSC discharge/exemption certificates (originals will be required for sighting by the SEC);
8. Evidence of certificate for change of name (include Court Affidavit and Newspaper publication);
9. Evidence that the Sponsored Individuals have the minimum of four years’ relevant post-graduation experience as stipulated in ‘Rule 20’ of the Commission`s Rules and Regulations
10. Each proposed sponsored individuals is required to visit any of the SEC offices with three recent passport photographs to commence the Police clearance process (For potential sponsored individuals and those whose registration as sponsored individuals have lapsed);
11. A copy of valid means Identification (International Passport, National Identity Card, Driver’s License, permanent voter’s card, Tax Clearance Certificate or utility payment documents)A copy of residence/ Working Permit (for Non-Nigerian), the original copy will be required for sighting by the SEC;

All Sponsored Individuals are required to have relevant post-graduation experience as stipulated in ‘Rule 20’ of the Commission`s Rules and Regulations.

Minimum Paid-Up Capital and Fidelity Insurance Bond

1. Evidence of Required Minimum Paid up Capital of N500,000,000.00 (Five Hundred Million Naira) (i.e. Bank balances, fixed asset or Investment in quoted Securities);
2. Current Fidelity Insurance Bond covering at least 25% of the minimum paid-up capital as stipulated by the Commission’s Rules and Regulations;

Applicant Company

1. Profile of the Company should include among others brief history of the company, organizational and shareholding structure, principal officers as well as details of past and current activities;
2. The name(s) and address(es) of the company’s subsidiaries/associated companies, type of business and percentage holding;
3. Provide two copies of existing or proposed by-laws or rules, Code of Conduct, Code of Dealing etc., which are referred to as ‘Rules of the Exchange’;
4. Evidence information as to its organization including structure and profile of members of its Council/Board as well as rules and procedure;
5. Provide a copy of detailed information about the promoters and principal officers of the Exchange;
6. Provide two copies of the listing requirements of the Exchange;
7. Provide copy of the proceedings of the Exchange and the detailed documents in respect of the Investor Protection Fund and Trade Guarantee Fund when finalized;
8. Provide a copy of Instruction and inspection manual of members’ activities;
9. Provide the copy of Operational manual shall include; Staff Policies/ Procedures, information relating to the Market Facilities including (Trading Facilities/ Floors, Quotation Board, Information Board/Ticker Tape, Computerization and Telephone systems when finalized);
10. Provide a copy of detailed information about the trading system to be adopted;
11. Business plan and Organizational chart of the company;
12. Provide the company’s Website Address, Email Address(es), Phone Number(s) and;
13. Provide Social Media handles (e.g. Facebook, Instagram, LinkedIn; twitter; etc.);

Corporate Documents

A copy each of the following, duly certified by the CAC;

1. Certificate of Incorporation
2. Memorandum and Articles of Association – this should include the power to perform the specified function;
3. CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors (Note: the original copy of the certificate is to be presented for sighting by an authorized officer of the SEC);
4. Latest audited accounts or audited statement of affairs for Banks in operation for less than one (1) year and not more than three (3) months as at time of filing with the Commission signed by two company directors and a confirmation letter from an external auditor; (Note that the cash assets ratio shall be 60% liquid assets and 40% fixed and other assets);
5. Sworn undertaking by the Exchange to always forward copies of Amendments of its Rules for approval by the Commission;
6. Sworn undertaking by members serving on the Board of Directors of the Company and who are also Directors/having interest in Companies whose securities are being traded/could be traded on the Exchange (to be notarized);
7. Sworn undertaking for the General for Members to comply with and to enforce compliance by its members with the provisions of the Investment & Securities Act (ISA) 2007 and the Commission`s Rules and Regulations (to be notarized);
8. A sworn undertaking, confirming to the Commission that all the information provided by the Company including all Bank information is true and correct (to be signed by a Director or company secretary and notarized);
9. Sworn undertaking to keep proper records and render returns as may be specified by the Commission from time to time signed by a director or the company secretary (to be notarized);
10. Sworn undertaking to abide by SEC Rules and Regulations and Investments and Securities Act No.29 of 2007 by a director or the company secretary (to be notarized);