The Securities and Exchange Commission Nigeria (SEC) has unveiled a new regulatory framework that would allow companies operating within free trade zones to raise capital from the Nigerian public, subject to strict eligibility and disclosure requirements.
The proposal, titled New Rules for Public Offering of Securities by a Free Trade Zone Entity, is anchored on provisions of the Investments and Securities Act (ISA) 2025 and is designed to integrate free trade zone enterprises into the domestic capital market while strengthening investor protection.
Under the proposed rules, only entities duly licensed by recognised free zone authorities, such as the Nigeria Export Processing Zones Authority and the Oil and Gas Free Zones Authority, will be eligible to issue shares to the public.
The commission clarified that the rules will apply strictly to free trade zone entities (FTZEs), excluding companies operating outside designated zones, even if licensed by zone authorities. It also emphasised that no FTZE will be permitted to offer securities to the public without prior approval from the Commission.
To qualify, an FTZE must demonstrate a minimum of three years’ operating track record immediately preceding its application, with at least two years of independent business activity within a free trade zone. Additionally, such entities are required to have competent senior management and a minimum paid-up share capital of not less than N7.5 billion.
The SEC said FTZEs seeking to access the capital market must subject themselves to Nigeria’s tax laws and comply fully with ongoing disclosure and reporting obligations applicable to publicly listed companies.
The proposed framework also outlines extensive registration requirements. Issuers will be required to submit evidence of licensing by a free zone authority, constitutional documents, and verified details of shareholding structure and board composition.
A “No Objection” letter from the relevant free zone authority will also be mandatory, alongside a commitment to list the offered shares on a registered securities exchange.
The SEC noted that the rules are intended to provide clarity on eligibility criteria and operational conditions for FTZEs seeking to conduct public offerings, thereby deepening the capital market and aligning free zone operations with national financial system standards.