SEC Proposes N1n Capital For Nominee Companies


The Nigerian Securities and Exchange Commission (SEC) has proposed new rules to serve as guide to nominees companies operating in the country.

In the document posted on its website on August 3, 2018 titled ‘Exposure of Sundry Amendments to the Rules and Regulations of the Commission,’ SEC is proposing a minimum of N1 billion capital for nominees companies, which it said must be “formed by a bank or other financial institution for the purpose of holding securities and other assets and administering them on behalf of the actual owners under the terms of a custodial or nominee agreement.”

SEC explained that “the business of the nominee shall be to take title of property, money or securities in trust for and on behalf of clients as nominee for, or representative of such clients, to hold and deal with such property, money or securities strictly in accordance with any directions given by the respective clients from time to time to the nominee.”

It also stated that “a nominee shall not engage in any business or activity except the business of nominee companies described above,”

In addition, the parent company/shareholders, which must be financial institutions, should have a combined minimum net worth of N30 billion, in addition to a current Fidelity Bond covering at least 25 percent of the minimum capital.

SEC is proposing that a nominee shall have minimum of three sponsored Individuals, one of whom shall be a compliance officer. The Managing Director of the company shall at all times be among the sponsored individuals by complying with the requirements for registration of sponsored individuals.

It further said a nominee shall have necessary infrastructure, including vaults for safe custody of title documents, agreements etc. and information technology capability required to effectively discharge its functions.

It must also provide detailed curriculum vitae of sponsored individuals and directors which should include details of activities from secondary school to date arranged chronologically with dates; (all gaps in employment and educational history should be explained).

In addition, copies of credentials of sponsored individuals from secondary school to date (including NYSC discharge/ exemption certificates); originals are required for sighting by officers of the commission.

“Sponsored individuals shall meet the requirements specified in the SEC Rules on Sponsored Individuals and Compliance Officers and Qualifications of Sponsored Individuals and Compliance Officers.

“Police clearance report for each Sponsored Individual: Each sponsored individual is to report at the Commission’s head office or any of its zonal offices with three recent passport photographs to commence the process.

“Copy of means of identification of the Directors and the Sponsored Individuals of the Company (International Passport, Driver’s license or Permanent Voters Card).

“Profile of the nominee which should include among others brief history of the company, organizational and shareholding structure, principal officers as well as  details of past and current activities.

“Operational manual and organizational chart of the company, Business plan amongst others.

SEC also said the “nominee shall not carry out any business except the business of Nominees prescribed in these rules; not invest in securities; put in place a robust risk management procedure and mechanism for compliance with Anti Money Laundering/Combating Financing of Terrorism (AML/CFT) regulations; keep clients’ assets in such a manner as to protect them from foreclosure, appropriation/attachment by creditors or liquidators of the nominee; and in the event of a decision by the nominee to discontinue business, notify the commission and its clients within 24 hours.”

“The nominee shall notify the clients of their obligation to appoint another custodian/nominee within 30 days from the date of the notice and the nominee shall transfer assets to the appointed custodian/ nominee of the clients within 5 working days, failing which the commission shall appoint a custodian,” it said further.

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