SEC Sets N7.5bn Minimum Capital for Free Trade Zone Listings in Nigeria’s Capital Market
The Securities and Exchange Commission (SEC) has proposed a new minimum paid-up share capital of N7.5 billion for Free Trade Zone Entities (FTZEs) seeking to raise funds through Nigeria’s capital market. The move is part of efforts to tighten regulatory oversight and improve investor confidence in special economic zone businesses.
The proposal was outlined in a circular issued by the commission under Section 95(1)(f) of the Investments and Securities Act (ISA) 2025. According to the SEC, only FTZEs with strong financial capacity and operational history will be allowed to access public funding through capital market instruments.
Under the draft rules, eligible companies must have at least three years of operational track record, with a minimum of two years spent operating independently within a recognised free trade zone. The commission also emphasized that only entities licensed by approved authorities such as the Nigeria Export Processing Zone Authority (NEPZA) or the Oil and Gas Free Zone Authority will qualify.
In addition, issuers will be required to meet strict governance and compliance standards. These include tax compliance records, continuous financial reporting obligations, disclosure of board composition, and submission of certified corporate documents. A “No Objection” letter from the relevant Free Trade Zone Authority will also be mandatory before any listing approval.
Free Trade Zone Entities operate under special incentives designed to boost trade, manufacturing, and investment. These include tax exemptions and unrestricted profit repatriation, making them attractive to both local and foreign investors. Lagos’ Lekki Free Trade Zone, for example, hosts more than 53 enterprises and supports thousands of jobs across its expanding industrial corridor.
The SEC said the new framework is designed to align FTZE listings with global market standards while improving transparency and protecting investors. The proposed regulation is expected to reshape how companies within Nigeria’s free trade zones access capital and integrate into the broader financial market.
source: nairametrics