SEC Fund Manager Registration (Nigeria)
APPLICATION FOR REGISTRATION AS FUND MANAGER
Investments and Securities Act (ISA) 2007 (as amended by ISA 2024) | SEC Rules and Regulations 2013 (as amended) | Companies and Allied Matters Act 2020
Date: [Application Date]
To: The Director General
Securities and Exchange Commission (SEC)
Plot 272, Samuel Adu-Gyamfi Street, Off Sani Abacha Way, Zone 4, Wuse, Abuja, FCT
APPLICATION FOR REGISTRATION AS FUND MANAGER / COLLECTIVE INVESTMENT SCHEME OPERATOR
1. APPLICANT DETAILS
Company name: [Applicant Name]
Registered address: [Applicant Address]
RC number: [Applicant RC Number]
Date of incorporation: [Incorporation Date]
Contact person: [Contact Person]
Email: [Contact Email]
Telephone: [Contact Phone]
Principal place of business: [Governing State]
2. FUND MANAGEMENT DETAILS
2.1 The applicant hereby applies for registration with the Securities and Exchange Commission as a Fund Manager for the following activity: [Fund Management Type], pursuant to the Investments and Securities Act (ISA) 2007 (as amended by ISA 2024) and the SEC Rules and Regulations.
2.2 Proposed fund name (where applicable): [Proposed Fund Name].
2.3 Target assets under management: [Target AUM].
2.4 The applicant's paid-up share capital is [Paid-Up Capital], which meets or exceeds the minimum paid-up capital requirement for Fund Managers under the current SEC Rules and Regulations.
2.5 Proposed custodian/trustee: [Custodian Name]. The applicant confirms that fund assets shall be held by the custodian/trustee in a segregated account, separate from the applicant's own assets, in accordance with Rule 471 of the SEC Rules and Regulations.
3. KEY PERSONNEL AND COMPLIANCE
3.1 Chief Investment Officer: [CIO Name].
3.2 Chief Compliance Officer: [Compliance Officer].
3.3 Risk Manager: [Risk Manager].
3.4 AML/CFT Policy: [AML Policy].
3.5 The applicant confirms that all directors and key management personnel have been assessed as fit and proper in accordance with SEC's criteria and that the investment team holds relevant professional qualifications including CFA, ACCA, ICAN, or equivalent.
4. DECLARATIONS AND UNDERTAKINGS
4.1 The applicant hereby declares that all information provided in this application and in all supporting documents is true, accurate, and complete to the best of its knowledge and belief.
4.2 The applicant undertakes to: (a) comply at all times with the Investments and Securities Act (ISA) 2007 (as amended by ISA 2024), the SEC Rules and Regulations, and all SEC circulars and guidelines; (b) maintain adequate internal controls, risk management systems, and compliance functions; (c) submit periodic returns to SEC as required; (d) maintain a segregation between fund assets and the applicant's own assets at all times.
4.3 The applicant acknowledges that: (a) SEC registration does not constitute an endorsement of any investment product; (b) false or misleading information may result in refusal, revocation of registration, and/or criminal prosecution under the ISA and the Corrupt Practices and Other Related Offences Act 2000; (c) the required registration fee as prescribed in the SEC Fee Schedule has been paid.
4.4 The applicant confirms that it carries professional indemnity insurance in an amount commensurate with its fund management activities, as may be required by SEC.
Chief Executive Officer
________________
Signature
Chief Compliance Officer
________________
Signature
What Is a SEC Fund Manager Registration (Nigeria)?
A SEC Fund Manager Registration in Nigeria captures the information a regulator requires to assess and process the request it covers.
Fund managers in Nigeria play a central role in channelling savings and institutional capital into the capital market. The collective investment scheme market in Nigeria — comprising money market funds, equity funds, fixed income funds, and balanced funds managed by entities such as Stanbic IBTC Asset Management, ARM Investment Managers, Coronation Asset Management, and FBN Quest Asset Management — has grown significantly under the SEC's regulatory framework and the Financial Sector Development Plan.
The National Pension Commission (PenCom), established under the Pension Reform Act 2014 (as amended by the Pension Reform Amendment Act 2023), separately licenses Pension Fund Administrators (PFAs) and Pension Fund Custodians (PFCs) to manage the assets of the Contributory Pension System. PFAs are required to hold both PenCom approval and SEC fund manager registration, as they manage investment portfolios of pension fund assets in compliance with the Pension Reform Act 2014 Investment Guidelines.
The SEC's Fintech Regulatory Incubator (SEC Fintech), launched in 2021, provides a regulatory sandbox through which innovative digital fund management models — including robo-advisory platforms and tokenised funds — can obtain provisional registration before obtaining full SEC fund manager registration under the standard framework.
The legal framework governing the SEC Fund Manager Registration (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a SEC Fund Manager Registration (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a SEC Fund Manager Registration (Nigeria)?
A SEC Fund Manager Registration is required in a range of investment management scenarios in Nigeria.
A SEC Fund Manager Registration is needed when a financial services company wishes to launch and manage a unit trust or mutual fund registered as a collective investment scheme under the ISA 2007 and the SEC Rules on Collective Investment Schemes. The fund manager must be registered with the SEC before the fund's prospectus is cleared and the fund is opened to public subscription.
A SEC Fund Manager Registration is required when a company wishes to provide discretionary portfolio management services to high-net-worth individuals (HNWIs), family offices, or institutional investors — managing their investment portfolios on their behalf through individually managed accounts.
A SEC Fund Manager Registration is needed when a Pension Fund Administrator (PFA) company — seeking a PenCom licence under the Pension Reform Act 2014 — must simultaneously obtain SEC fund manager registration as a condition for managing the investment component of the contributory pension fund assets under the PenCom Investment Guidelines.
A SEC Fund Manager Registration is required when a foreign asset manager (such as BlackRock, Franklin Templeton, or Abrdn) wishes to establish a Nigerian subsidiary or joint venture to manage Nigerian assets or market foreign-domiciled funds to Nigerian institutional investors. Under the Investments and Securities Act 2024, ISA 2024, Section 23, foreign fund managers must either register directly with the SEC or operate through a registered Nigerian entity.
A SEC Fund Manager Registration is needed when a bank or insurance company wishes to establish a separately licensed asset management subsidiary to manage third-party assets distinct from the bank's proprietary investments, complying with the SEC's ringfencing requirements for capital market operators affiliated with regulated financial institutions.
Parties in Nigeria should prepare a SEC Fund Manager Registration (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your SEC Fund Manager Registration (Nigeria)
A valid SEC Fund Manager Registration application must contain the following essential elements.
Applicant Corporate Details: Full corporate name, CAC RC number (CAMA 2020), registered office and principal business address, contact details, ultimate beneficial owners (UBOs) disclosed under Part F of CAMA 2020, and the proposed fund management activities.
Minimum Paid-Up Capital: Evidence of the minimum NGN 150 million paid-up capital required for fund manager registration under the SEC Rules, evidenced by audited financial statements and a bank confirmation of the paid-up capital status.
Incorporation and Constitutional Documents: Certified true copies of the Certificate of Incorporation, Memorandum and Articles of Association (confirming fund management within the objects clause), and CAC Form CAC 1.1 showing directors and shareholders.
Fit and Proper Assessment: Completed SEC Fit and Proper forms for all directors, the Chief Executive Officer, the Chief Investment Officer, the Chief Compliance Officer, and the Chief Risk Officer — including CVs, academic qualifications, professional certifications (CFA, CIMA, ACCA, ICAN), regulatory history, and criminal record declarations.
Key Personnel Qualifications: The Chief Investment Officer must hold at least a CFA (Chartered Financial Analyst) designation or equivalent and a minimum of 10 years' investment management experience. The SEC Rules mandate specific minimum qualification levels for designated investment management personnel.
Compliance Programme: A written AML/CFT compliance manual under the Money Laundering (Prevention and Prohibition) Act 2022, including KYC procedures, suspicious transaction reporting, and NFIU interface protocols.
Investment Policy Statement (IPS): Draft Investment Policy Statements or fund prospectuses for each proposed fund or managed account type, demonstrating the applicant's understanding of the asset classes, risk parameters, and investor protections under the SEC Rules on Collective Investment Schemes.
Technology and Operations: Description of the portfolio management system (PMS), trade order management system, performance calculation methodology (GIPS compliance), and custody arrangements with a SEC-registered custodian.
Application Fees: Evidence of payment of the applicable SEC application fee as per the current SEC Fee Schedule.
Declaration: Signed declaration by two directors confirming accuracy and undertaking ongoing compliance with SEC Rules.
Additional compliance elements for a SEC Fund Manager Registration (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
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Forms Legal. (2026). SEC Fund Manager Registration (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/corporate/sec-fund-manager-registration-nigeria
"SEC Fund Manager Registration (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/corporate/sec-fund-manager-registration-nigeria.
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author = {{Forms Legal}},
title = {SEC Fund Manager Registration (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/corporate/sec-fund-manager-registration-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}Frequently Asked Questions
The minimum paid-up capital for SEC Nigeria fund manager registration is NGN 150 million, as prescribed in the SEC Rules and Regulations 2013 (as amended). This capital must be fully paid up in cash and verified through audited financial statements certified by a registered auditor and a bank confirmation letter. The capital adequacy requirement is ongoing — a registered fund manager whose net assets fall below the minimum must notify the SEC immediately and restore the required minimum within 90 days. The SEC may impose additional capital requirements for fund managers managing specific asset classes or above certain assets under management (AUM) thresholds. For Pension Fund Administrators (PFAs) registered with the National Pension Commission (PenCom), higher minimum capital requirements apply under the Pension Reform Act 2014 — currently NGN 1 billion paid-up capital for PFA registration — which must be satisfied in addition to the SEC's NGN 150 million fund manager requirement.
SEC Nigeria requires that key investment management personnel hold prescribed professional qualifications. The Chief Investment Officer (CIO) must hold a Chartered Financial Analyst (CFA) designation (awarded by the CFA Institute) or equivalent qualification such as CIMA or a relevant master's degree in finance or investments, combined with a minimum of 10 years' investment management experience. Fund managers and portfolio managers must hold at least a relevant professional qualification and a minimum of 5 years' securities investment experience. The Chartered Institute of Stockbrokers (CIS) — Nigeria's capital market professional body — offers the CIS Professional Diploma and CIS Fellowship qualifications that the SEC recognises for capital market operator personnel. Compliance officers must hold relevant compliance qualifications, and the SEC encourages membership of the Association of Capital Market Academics of Nigeria (ACMAN) and the Compliance Institute of Nigeria (CIN).
A Collective Investment Scheme (CIS) in Nigeria is an arrangement by which a fund manager pools the contributions of multiple investors and manages the pooled assets collectively, with investors sharing the profits, losses, and expenses of the pooled fund pro rata to their investment. Collective Investment Schemes in Nigeria are regulated under the ISA 2007, the ISA 2024, and the SEC Rules on Collective Investment Schemes, which prescribe the forms of CIS permitted in Nigeria: unit trusts (open-ended funds that issue and redeem units continuously), closed-end funds (fixed-capital funds with units traded on the NGX or NASD), and real estate investment trusts (REITs) listed on the NGX. The SEC registers both the CIS itself and the fund manager. Major Nigerian CIS categories include money market funds (such as the Stanbic IBTC Money Market Fund), equity funds, fixed income funds, and the REIT market — including the UPDC REIT and the Union Homes REIT listed on the NGX.
Pension Fund Administrators (PFAs) in Nigeria require two separate licences: a PenCom licence from the National Pension Commission (PenCom) under the Pension Reform Act 2014, and a fund manager registration from the SEC under the ISA 2007. PenCom regulates the pension administration functions of PFAs — including Retirement Savings Account (RSA) management, pension remittance collection, and benefit payment — while the SEC regulates the investment management functions — including asset allocation, portfolio construction, and securities transactions executed on behalf of the pension fund. PFAs must comply with the PenCom Investment Guidelines, which prescribe maximum allocations to different asset classes (equities, fixed income, real estate, alternative investments) for pension fund assets, and simultaneously comply with the SEC's conduct and disclosure rules for fund managers. The two regulators coordinate oversight through a Memorandum of Understanding (MoU) between PenCom and the SEC.
SEC-registered fund managers in Nigeria have extensive ongoing obligations. Disclosure obligations include: quarterly filing of fund performance reports with the SEC; annual filing of audited financial statements within 90 days of the financial year end; immediate disclosure of material events (change of key personnel, fund suspension, significant loss events); and compliance with the SEC's Corporate Governance Guidelines. Conduct obligations include: adherence to the SEC's Code of Conduct for Capital Market Operators; maintenance of required minimum capital at all times; segregation of client assets from the fund manager's proprietary assets (a key investor protection under the SEC Rules); compliance with the AML/CFT requirements of the Money Laundering (Prevention and Prohibition) Act 2022; and payment of annual SEC renewal fees. Fund managers must also submit to periodic SEC examinations and site inspections, respond to SEC queries within prescribed timelines, and maintain professional indemnity insurance cover. Failure to meet ongoing obligations may result in SEC sanctions including fines, suspension, or revocation of registration.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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