Nikolai Timofejev
15 years in FinTech and payments. Maps your business model to the right licence scope and leads the file all the way to the SEC's registration certificate, including banking and payment rails.
Get an investment license in Nigeria.
Nigeria registers rather than licenses: section 61(1) of the Investments and Securities Act 2025 - Act No. 2 of 2025, in force from 25 March 2025, the date printed on the Act and the date of assent - bars anyone from the capital market unless registered with the SEC by function, and the Act repealed the 2007 statute outright. The floors are printed in naira: NGN 5 million for a corporate investment adviser, NGN 150 million for a fund/portfolio manager, NGN 300 million for a broker/dealer, under the minimum capital schedule in force since 25 October 2023. Three sponsored individuals, the managing director and the compliance officer among them, sit an interview. No statute sets a decision period, the register prints no total, and no official page carries a population figure.
27 yrs
on the international marketon the market
60+
in-house specialistsspecialists
400+
Licenses obtainedlicenses obtained
Updated
Nigeria in brief
Registration by function, floors in naira, and a clock nobody prints.
The Investments and Securities Act 2025 - Act No. 2 of 2025, with 25 March 2025 printed as its commencement date - repealed the Investments and Securities Act No. 29 of 2007. Section 61(1) is the gate: nobody operates in the Nigerian capital market or carries on investments and securities business unless registered under the Act and the SEC's rules; section 61(2) leaves the conditions to the Commission. Registration is by function; the SEC lists more than forty, from broker/dealer and issuing house to fund/portfolio manager, investment adviser and custodian. The floors are in the minimum capital schedule of 25 October 2023, which amended Schedule I of the SEC Rules 2013: NGN 300 million for a broker/dealer, 150 million for a fund/portfolio manager, 5 million for a corporate investment adviser, 2 million for an individual one. Capital is evidenced by bank balances, fixed assets or quoted securities; a fidelity bond of at least 20% of the minimum sits on top.
The people are the review. Every corporate operator sponsors at least three individuals, the managing director and the compliance officer among them, each meeting the experience rule of Rule 20 of the SEC Rules and interviewed as fit and proper; section 62(1) of the 2025 Act adds prior notification and ratification by the Commission for the chief executive and principal officers. A broker/dealer also holds a dealing licence from NGX, FMDQ or NASD. Fees are printed: NGN 100,000 to file, NGN 300,000 to process, then registration at NGN 1 million for a corporate adviser, NGN 5 million for a broker/dealer, NGN 10 million for a fund/portfolio manager, plus NGN 100,000 per director and sponsored individual. The statute's one gap is the clock: neither the Act nor the rules set a decision period, registration is renewed every two years, and the SEC's register runs to 48 pages without a total. We build from Lagos on that footing.
Registration by function under s. 61 of the Investments and Securities Act 2025 (in force 25 March 2025): corporate adviser NGN 5 million, fund/portfolio manager NGN 150 million, broker/dealer NGN 300 million, three sponsored individuals interviewed, registration fees NGN 1-10 million, no statutory clock.
Tax reform effective 1 January 2026: 0% for small companies, 30% standard rate confirmed in the quote; no passport, no official population figure. Built end to end from Lagos.
The two builds
The adviser or fund manager - or the broker/dealer.
One Act, one Commission, one function at a time: a corporate investment adviser at NGN 5 million or a fund/portfolio manager at NGN 150 million on the asset side; a broker/dealer at NGN 300 million with an exchange dealing licence on the market side. We fix the function first, because the capital, the fee and the sponsored individuals all follow from it.
The NGN 5m adviser or NGN 150m fund manager - or the NGN 300m broker/dealer.
01 - INVESTMENT ADVISER · FUND MANAGER
The asset-side registration
Advice at NGN 5 million minimum capital and a NGN 1 million registration fee; discretionary management as a fund/portfolio manager at NGN 150 million and a NGN 10 million registration fee - both under section 61 of the 2025 Act, both with three sponsored individuals, a fidelity bond of 20% of the minimum and separate client accounts under section 64(1).
Advice at NGN 5 million minimum capital and a NGN 1 million registration fee; discretionary management as a fund/portfolio manager at NGN 150 million and a NGN 10 million registration fee - both under section 61 of the 2025 Act, both with three sponsored individuals, a fidelity bond of 20% of the minimum and separate client accounts under section 64(1).
- ✓Corporate investment adviser - NGN 5 million
- ✓Fund/portfolio manager - NGN 150 million
- ✓Registration fee NGN 1m adviser · NGN 10m manager
- ✓Three sponsored individuals incl. MD and compliance
- ✓Fidelity bond - 20% of minimum capital
- ✓Individual adviser at NGN 2 million as the lighter route
02 - BROKER/DEALER
NGN 300 million minimum capitalThe market-facing house
Broking and dealing under one registration at NGN 300 million - or NGN 200 million as a broker only and NGN 100 million as a dealer only - with a NGN 5 million registration fee, a dealing licence from NGX, FMDQ or NASD as part of the checklist, and section 64(1)'s separate accounts for every client's transactions.
Broking and dealing at NGN 300 million with an exchange dealing licence, NGN 5 million registration fee and separate client accounts under s. 64(1).
- ✓Broker/dealer NGN 300m · broker 200m · dealer 100m
- ✓Registration fee NGN 5 million
- ✓Filing NGN 100,000 · processing NGN 300,000
- ✓Exchange dealing licence - NGX, FMDQ or NASD
- ✓Fidelity bond 20% of minimum capital
- ✓Investor Protection Fund - ISA 2025 s. 198
Costs and timelines are confirmed for your case before any work begins. SEC fees are as printed in its checklists; neither the Act nor the rules fix a decision period, and we do not invent one.
Why Nigeria
Six things a founder should know before Lagos.
Nigeria is bought for its market and its printed floors - with a clock and a register total that the official pages do not give, and a headline tax rate we confirm in the quote.
✓
A 2025 statute
The Investments and Securities Act 2025 replaced the 2007 Act on 25 March 2025 - digital and virtual assets, commodities, systemic-risk powers and an Investor Protection Fund (s. 198) now sit in one text.ISA 2025, in force 25 March.
✓
Floors you can read
NGN 5 million for a corporate adviser, 150 million for a fund/portfolio manager, 300 million for a broker/dealer - fixed naira sums from the 25 October 2023 schedule, evidenced by bank balances, fixed assets or quoted securities.NGN 5m, 150m, 300m.
✓
Three exchanges
NGX, FMDQ and NASD - a broker/dealer chooses where it holds its dealing licence, and the SEC checklist wants the evidence in the file.NGX, FMDQ, NASD.
✓
Printed fees
NGN 100,000 to file, NGN 300,000 to process and NGN 1-10 million to register by function, plus NGN 100,000 per director and per sponsored individual - the bill is arithmetic, not negotiation.NGN 1-10m to register.
✓
A tax reform from 2026
Four tax Acts effective 1 January 2026: small companies with turnover up to NGN 100 million and fixed assets up to NGN 250 million pay 0%, skip the 4% development levy and do not charge VAT.0% for small companies.
✓
The warning
No statutory decision period, no processing statistics, no register total, no official population figure since the 2006 census, and a 30% standard rate that goes into the quote confirmed - we state what is set and confirm the rest.No clock, no register total.
How it compares
How Nigeria differs from other routes.
The honest comparison: printed floors and printed fees without a clock - against a neighbour that prints ninety days, a regional peer with no clock and a removed shareholder cap, and a market whose capital floors are confirmed per case.
Nigeria vs other jurisdictions
| Feature |  Nigeria | Other jurisdictions |
|---|---|---|
| Regime | ISA 2025 - SEC registration by function | Act 929 Ghana · Cap. 485A Kenya · Law 95/1992 Egypt |
| Capital | NGN 5m adviser · 150m manager · 300m broker/dealer | GHS 1m-2m Ghana · KES 20m-150m Kenya · Egypt confirmed per case |
| Scope | Domestic market, no passport | Domestic only - no passport in any of the three |
| Timeline | No statutory clock · renewal every two years | 90 days Ghana · none Kenya · none Egypt |
Regime
NigeriaISA 2025 - SEC registration by function
Other jurisdictionsAct 929 Ghana · Cap. 485A Kenya · Law 95/1992 Egypt
Capital
NigeriaNGN 5m adviser · 150m manager · 300m broker/dealer
Other jurisdictionsGHS 1m-2m Ghana · KES 20m-150m Kenya · Egypt confirmed per case
Scope
NigeriaDomestic market, no passport
Other jurisdictionsDomestic only - no passport in any of the three
Timeline
NigeriaNo statutory clock · renewal every two years
Other jurisdictions90 days Ghana · none Kenya · none Egypt
Country by country
| Country | License type | Taxation | Requirements |
|---|---|---|---|
| Nigeria | SEC CMO registration | 30% · 0% small cos 2026 | NGN 5m / 150m / 300m · 3 sponsored individuals |
 Ghana | SEC Ghana licence - Act 929 | 25% CIT · 8% dividend WHT | GHS 1m adviser · 2m fund manager · 1.5m broker-dealer · 90 days |
 Kenya | CMA licence - 2025 Regulations | 30% resident · 37.5% non-resident | KES 20m fund manager · 50m stockbroker · 150m investment bank |
 Egypt | FRA licence - Law 95/1992 | 22.5% CIT · confirmed | EGP 10,000 licence fee per activity · capital confirmed per case |
NigeriaLicense typeSEC CMO registration
Taxation30% · 0% small cos 2026
RequirementsNGN 5m / 150m / 300m · 3 sponsored individuals
GhanaLicense typeSEC Ghana licence - Act 929
Taxation25% CIT · 8% dividend WHT
RequirementsGHS 1m adviser · 2m fund manager · 1.5m broker-dealer · 90 days
KenyaLicense typeCMA licence - 2025 Regulations
Taxation30% resident · 37.5% non-resident
RequirementsKES 20m fund manager · 50m stockbroker · 150m investment bank
EgyptLicense typeFRA licence - Law 95/1992
Taxation22.5% CIT · confirmed
RequirementsEGP 10,000 licence fee per activity · capital confirmed per case
Before you apply
Requirements for the SEC registration.Requirements for registration.
The Commission registers a company it can interview - people, capital, records. The checklist below is what a complete ePortal application contains.
01
Nigerian company - incorporated with the Corporate Affairs Commission, with the CAC-certified certificate, memorandum and articles and shareholding in the file; only an individual adviser, sub-broker or capital-market consultant registers without one.
02
Minimum capital - NGN 5 million for a corporate investment adviser, NGN 150 million for a fund/portfolio manager, NGN 300 million for a broker/dealer, per the schedule effective 25 October 2023, evidenced by bank balances, fixed assets or quoted securities.
03
Sponsored individuals - at least three, the managing director and the compliance officer among them, each meeting the experience test of Rule 20 and passing the SEC's fit-and-proper interview.
04
Principal officers - the chief executive and principal officers appointed only with prior notification to and ratification by the Commission (ISA 2025 s. 62(1)).
05
Fidelity bond - cover of at least 20% of the minimum capital for a broker/dealer or fund manager, 20% of minimum net worth for an investment adviser.
06
Client accounts - separate accounts for transactions carried out on behalf of different clients (s. 64(1)), with the accounting records of s. 63(1) and the trust-account rules of ss. 65-67.
07
Exchange membership - for a broker/dealer, evidence of a dealing licence from NGX, FMDQ or NASD in the checklist.
08
AML/CFT programme - a compliance programme and returns under the SEC AML/CFT/CPF Regulations of 12 May 2022.
09
Fees - NGN 100,000 filing, NGN 300,000 processing, registration of NGN 1 million (adviser), 5 million (broker/dealer) or 10 million (fund manager), plus NGN 100,000 per director and per sponsored individual.
10
Foreign ownership - no restriction on foreign shareholders and no residency rule for officers appears in the Act or the SEC Rules; we confirm both with the Commission before structuring.
01
CAC-incorporated company.
02
Naira floor by function.
03
Three sponsored individuals.
04
Officers ratified - s. 62(1).
05
Fidelity bond 20%.
06
Separate client accounts.
07
Exchange dealing licence.
08
AML/CFT programme 2022.
09
Fees NGN 1-10m.
10
Ownership rule confirmed.
Reflects the Investments and Securities Act 2025, the SEC Rules 2013 as amended to April 2025 and the minimum capital schedule of 25 October 2023.ISA 2025 + SEC Rules 2013 as amended, as of 2026.
How it works
From first call to the SEC certificate.
01
Function and floor
Adviser, fund/portfolio manager or broker/dealer - the function, its naira floor and its fee fixed in writing before drafting.Fixed in writing.
02
Company and people
CAC incorporation, capital evidenced, three sponsored individuals with Rule 20 experience and a fidelity bond at 20%.Capital, three sponsored.
03
The ePortal application
Filed complete on the SEC Operators ePortal - NGN 100,000 filing and NGN 300,000 processing paid with it.Filed complete.
04
Fit-and-proper review
Sponsored individuals interviewed, principal officers ratified under s. 62(1) - on no published clock, so completeness is the lever.No clock - completeness.
05
Certificate and launch
Registration fee paid, certificate issued, client accounts and exchange access live - renewal due every two years.Live, renewal in two years.
Quick facts
RegulatorSEC Nigeria
StatuteISA 2025 - Act No. 2, 25 March 2025
Corporate adviserNGN 5 million
Fund/portfolio managerNGN 150 million
Broker/dealerNGN 300 million
Sponsored individuals3 incl. MD and compliance
Statutory clockNone · renewal every two years
Corporate tax30% · 0% small companies
No section of the Act and no rule sets a decision period, and the Commission publishes no processing statistics. We work the file to the checklist and the interview, and the quote carries only a period the Commission has confirmed.
On the ground in Nigeria
Run from our Lagos office.
Prifinance - Nigeria
Lagos · Nigeria
Lagos, Nigeria
01
Function and capital
Adviser, fund/portfolio manager or broker/dealer chosen against the real business - and the NGN 5 million, 150 million or 300 million evidenced before the ePortal opens.Floor evidenced first.
02
The ePortal file
CAC documents, capital evidence, fidelity bond, AML/CFT programme and the SEC forms lodged complete - with the exchange dealing licence for a broker/dealer.Complete at filing.
03
Sponsored individuals
Managing director, compliance officer and the third sponsored individual sourced in Lagos, tested against Rule 20 and prepared for the fit-and-proper interview.Interview-ready.
04
Registration and launch
Certificate, client accounts under s. 64(1), bank and exchange connections, and the two-year renewal diarised from day one.Renewal diarised.
We also have offices in
Tallinn
Estonia
Roseni 13
Vilnius
Lithuania
Gedimino pr. 2
Prague
Czech Republic
Vlkova 532/8, Žižkov
Dubai
UAE
33 Level, Al Saqr Business Tower
Madeira
Portugal
Rua da Alegria 31, 1F
Budapest
Hungary
Korányi Sándor u. 4
Istanbul
Turkey
Perpa Ticaret Merkezi, A Blok
Good to know
Taxation of investment firms in Nigeria.
A reform year: four tax Acts effective 1 January 2026, a 0% band for small companies - and a 30% standard rate confirmed in the quote.
Corporate tax 30%
The standard companies income tax rate for a licensee above the small-company thresholds; confirmed per structure against the Nigeria Revenue Service text before the quote.Confirmed in quote.
0% for small companies
Under the Nigeria Tax Act 2025, companies with turnover of no more than NGN 100 million and fixed assets of no more than NGN 250 million pay 0% from 1 January 2026.From 1 Jan 2026.
4% development levy
A levy of the reform Acts; small companies are exempt from it, larger licensees are not.Small cos exempt.
VAT
Small companies with turnover up to NGN 100 million are exempt from charging VAT; the standard rate of 7.5% is confirmed per structure in the quote.Small cos exempt.
Dividend withholding
The rate on dividends to non-residents is confirmed for your parent's jurisdiction, treaty included, before the structure is fixed.Confirmed per structure.
SEC fees, not levies
No financial-sector levy specific to capital market operators beyond the SEC's own filing, processing, registration and per-person fees.No sector levy.
Tax summary
Corporate tax30% · confirmed in quote
Small companies0% from 1 Jan 2026
Development levy4% · small cos exempt
VAT7.5% confirmed · small cos exempt
Dividend withholdingConfirmed per structure
*Figures as of 2026 per the Nigeria Tax Act 2025 and the Presidential Fiscal Policy and Tax Reforms Committee; the standard rates are confirmed in the quote. Group and founder-level outcomes are modelled per structure.
Turnkey professional support
Experienced lawyers and international consultants.
We provide end-to-end support, from company registration and the application file to regulatory interaction and compliance oversight - with an individualized approach to each client.
Oleksii Kindratenko
Builds the application itself: Nigerian company, AML/KYC policy pack, capital structure and tax registrations. His document sets are the reason reviews finish in months, not years.
Eugeniu Bevziuc
First point of contact for international founders. Runs the whole setup remotely, across time zones and languages - from the first call to a live, licensed firm.
Follow Prifinance
Active across our channels.
Nigeria · SEC
Launch your investment firm in Nigeria with expert support.
Full-service assistance - from CAC incorporation and the naira capital to the ePortal file, the sponsored individuals' interviews and the exchange dealing licence - run through our Lagos office.
Get a consultation →Free legal opinion
Is Nigeria the right fit for your project?
Our legal team will analyze your case at no cost and provide a written legal opinion: which jurisdiction, licence scope, or route fits your business.
Written assessment within 2-5 business days
Request a free conclusion →FAQ
The Nigerian investment licence, answered.
What licence does an investment firm need in Nigeria?+
Registration with the SEC as a capital market operator under section 61(1) of the Investments and Securities Act 2025 - by function: broker/dealer, fund/portfolio manager, investment adviser, issuing house and more than forty others. There is no single licence; a firm running several functions registers for each.
What capital is required?+
Per function, under the schedule effective 25 October 2023: NGN 5 million for a corporate investment adviser, NGN 150 million for a fund/portfolio manager, NGN 300 million for a broker/dealer (200 million as broker only, 100 million as dealer only), NGN 200 million for an issuing house or underwriter - evidenced by bank balances, fixed assets or quoted securities.
Who are the sponsored individuals?+
At least three people each corporate operator puts forward, the managing director and the compliance officer among them. Each must meet the experience rule in Rule 20 of the SEC Rules and pass the Commission's fit-and-proper interview; the chief executive and principal officers are also ratified under section 62(1) of the 2025 Act.
How long does registration take?+
No statute or rule sets a period, and the SEC publishes no processing statistics. The process runs from CAC incorporation through the ePortal application to the interviews and the certificate; a complete file and interview-ready people are the only levers, and registration is then renewed every two years.
What does the SEC charge?+
Filing NGN 100,000 and processing NGN 300,000 for every function, then a registration fee of NGN 1 million for a corporate adviser, NGN 5 million for a broker/dealer and NGN 10 million for a fund/portfolio manager, plus NGN 100,000 per director and per sponsored individual.
Can a foreign group own the firm?+
Yes on the face of the law: neither the 2025 Act nor the SEC Rules print a restriction on foreign shareholders, and no residency rule for officers appears either. Silence is not a rule we can cite, so we confirm the position with the Commission before structuring.
How are client assets protected?+
Section 64(1) of the 2025 Act requires separate accounts for transactions carried out on behalf of different clients, with accounting records under s. 63(1) and trust-account rules in ss. 65-67; section 198 establishes an Investor Protection Fund, whose compensation cap we confirm for your file, and NGX runs its own fund.
How are Nigerian investment firms taxed?+
Under the Nigeria Tax Act 2025 from 1 January 2026: 0% for small companies with turnover up to NGN 100 million and fixed assets up to NGN 250 million, which are also exempt from the 4% development levy and from charging VAT. The 30% standard rate applies above those thresholds; we confirm it in the quote.
Nigeria or Ghana for a new firm?+
Ghana prints what Nigeria does not: a 90-day decision clock (Licensing Guidelines 13(1)), floors of GHS 1 million for an adviser and GHS 2 million for a fund manager, and a 25% corporate rate on a readable page. Nigeria offers the larger market, three exchanges and naira floors, no clock. For predictability, Accra; for the Nigerian market, only Lagos.
Why Prifinance for Nigeria?+
A Lagos office that picks the function against your real business, evidences the naira capital and sources the three sponsored individuals before the ePortal opens, files complete with the exchange dealing licence where one is needed - and tells you plainly which figures the official pages do not give.
What licence?+
SEC registration by function.
Capital?+
NGN 5m / 150m / 300m.
Sponsored individuals?+
Three, interviewed.
How long?+
No clock published.
SEC fees?+
NGN 1-10m registration.
Foreign owners?+
No printed restriction; confirmed.
Client assets?+
Separate accounts, s. 64(1).
Taxes?+
0% small · 30% standard.
Or Ghana?+
90-day clock vs market.
Why you?+
Lagos, function first.
Client notes
Google4.7★★★★★
Founders who wanted it done right.
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Google
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Prifinance is an independent law and advisory firm. We are not a regulator and are not affiliated with, endorsed by, or acting on behalf of the Securities and Exchange Commission, Nigeria or any other public authority. Authorisations are granted by, and obtained directly from, the competent authorities.