SEC Proposes N7.5bn Capital Rule for Free Trade Zone Listings 

The Securities and Exchange Commission (SEC) has proposed a minimum paid-up share capital of ₦7.5 billion for Free Trade Zone Entities (FTZEs) seeking to raise funds from Nigeria’s capital market.

The draft rules, contained in a circular, are designed to strengthen investor confidence and set clear eligibility requirements for companies operating in free trade zones.

According to SEC, the proposal is backed by Section 95(1)(f) of the Investments and Securities Act (ISA) 2025.

“An FTZE seeking to offer or issue its shares under these Rules shall have a minimum paid-up share capital of not less than ₦7.5 billion,” the commission stated.

Companies must also show at least three years of operational track record, with two years spent independently within a free trade zone, and must be licensed by recognised authorities such as the Nigeria Export Processing Zone Authority or the Oil and Gas Free Zone Authority.

Issuers will be required to meet governance, tax compliance, and continuous reporting obligations, including mandatory listing on a recognised securities exchange.

The SEC said the framework is intended to improve transparency and align FTZE offerings with broader market standards.

Applicants must provide certified corporate documents, shareholder registers, board composition details, and a “No Objection” letter from the relevant Free Trade Zone Authority.

Free trade zones, such as the Lekki Free Trade Zone, already host dozens of enterprises benefiting from tax incentives and profit repatriation rights. The new rules are expected to shape how these businesses access capital and engage with the wider market.

The commission emphasised that the measures are aimed at safeguarding investors and ensuring credibility in capital market transactions, while supporting Nigeria’s growing investment hubs.