A company wants to raise money from people who are not already its shareholders, and needs to know what it is now obliged to file, register and disclose. A scheme has been operating for a year taking money from the public and someone has asked whether it ought to have been registered. A brand that has traded under the same name for a decade has just discovered that somebody else registered the mark. A product design has been copied and the copy is on sale in the same market. Two very different fields, joined by the same discipline: the right is only as strong as the registration and the paperwork behind it.
The law
What the law provides
Capital market. The Nigerian capital market is regulated by the Securities and Exchange Commission under the Investments and Securities Act 2025, which replaced the Act of 2007, together with the Rules and Regulations made by the Commission. The Act requires securities offered to the public to be registered with the Commission, regulates who may operate as a capital market operator, and governs collective investment schemes, mergers and acquisitions of public companies, and the operation of the exchanges. The 2025 Act also brought digital and virtual assets and their intermediaries expressly within the regulatory perimeter.
It is worth being precise about one thing: an invitation to the public to acquire securities engages the registration requirements, and the definition is wider than most promoters expect. Disputes with the Commission, and many disputes between operators and investors, are heard by the Investments and Securities Tribunal, with appeal to the Court of Appeal.
Intellectual property. Nigerian law protects four principal categories, each with its own statute and its own registry.
Copyright is governed by the Copyright Act 2022. It arises automatically in an original work once fixed; registration at the Nigerian Copyright Commission records the claim but does not create it. Assignments and exclusive licences must be in writing.
Trade marks are governed by the Trade Marks Act, and a mark is registered at the Trade Marks Registry for goods or services in the classes applied for. Registration is what confers the statutory right to sue for infringement; an unregistered mark is left to the common law action for passing off, which requires goodwill, misrepresentation and damage to be proved.
Patents and designs are governed by the Patents and Designs Act. A patent requires novelty, inventive step and industrial applicability, and Nigeria operates a first-to-file system with no substantive examination — which means an issued patent is not a guarantee of validity, and validity is tested when the patent is enforced.
The Federal High Court has exclusive jurisdiction over copyright, trade mark and patent matters under section 251 of the Constitution.
The process
What happens in practice
On the capital market side, the work is sequential and documentary. The structure is settled, the company's constitutional documents and accounts are put in order, the offer or scheme documents are prepared, and the filing is made to the Commission through the operators the Act requires to be engaged. The Commission raises queries; they are answered; registration follows or it does not. Where an entity is already operating, the first exercise is a candid assessment of what it is doing against what the Act requires it to have registered, because the consequences of getting that wrong fall on the promoters personally.
On the intellectual property side, a trade mark application begins with a search of the register, then the application in the appropriate classes, acknowledgment, acceptance, publication in the Trade Marks Journal, the opposition period, and finally the certificate. Oppositions are contested before the Registrar. Patents and designs are filed at the same registry under their own procedure.
Enforcement proceeds in the Federal High Court. In a clear case an application may be made at the outset for orders preserving the position — restraining further dealing in the infringing goods and preserving the evidence — before the substantive claim is heard. Where the infringement is also an offence under the Copyright Act, the Nigerian Copyright Commission has its own enforcement powers.
Nothing in this description should be taken as an indication of the outcome or duration of any particular matter.
Our role
How the firm acts
We advise companies, promoters and operators on the requirements of the Investments and Securities Act 2025 and the Commission's rules, prepare and settle the documentation for offers and schemes, and act in registration and approval processes. We act in proceedings before the Investments and Securities Tribunal and on appeal, and we advise on corporate governance and disclosure obligations that attach to public companies.
On the intellectual property side we conduct availability searches, file and prosecute trade mark, patent and design applications, and act in opposition proceedings before the Registrar. We prepare assignments, licences and technology transfer documentation, and we act in infringement and passing-off proceedings in the Federal High Court, including applications for preservative orders at the outset of a matter.
Questions
Questions clients commonly ask
Does my business need SEC registration to raise money?
It depends on who is being invited and what is being offered. An invitation to the public to acquire securities engages the registration requirements of the Investments and Securities Act, and the statutory idea of "the public" is wider than most promoters assume. The structure should be assessed against the Act before any money is taken.
Is my brand protected if I have not registered the trade mark?
Not in the same way. Registration confers the statutory right to sue for infringement. Without it you are left to the common law action for passing off, in which goodwill, misrepresentation and damage must each be proved — a considerably heavier exercise than producing a certificate.
Somebody has registered a mark we have used for years. What can be done?
There are routes, depending on when the mark was registered and what use can be evidenced — opposition, where the application is still within the period, and applications to expunge or rectify the register thereafter, alongside any passing-off claim. The starting point is documentary proof of your own use and its date.
Does a Nigerian patent mean the invention is valid?
Not by itself. Nigeria operates a first-to-file system without substantive examination, so a patent is granted without the office having tested novelty or inventive step. Validity is examined when the patent is enforced or challenged, which is why the specification matters so much at the drafting stage.
Where are intellectual property cases heard?
The Federal High Court has exclusive jurisdiction over copyright, trade mark and patent matters under section 251 of the Constitution. Passing off, which is a common law action, may fall elsewhere depending on how the claim is framed and what else is claimed with it.
Are digital assets regulated in Nigeria?
The Investments and Securities Act 2025 brought digital and virtual assets and their intermediaries expressly within the regulatory perimeter, and the Commission regulates accordingly. What that means for a particular product depends on how the product is structured and what is being offered to whom.
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