Compliance Requirements Before Launch
Important Notice: This document outlines the regulatory and legal steps that B.M.S Jango Drills must complete before the Jangodrills investment platform can be launched to the public. The platform will be fully built and tested during development, but it will remain on a private staging environment until all conditions listed below are satisfied.
The Brick Dev Studios builds the platform and the compliance infrastructure within it (KYC system, audit trails, admin controls, legal pages). B.M.S Jango Drills is responsible for all regulatory registrations, legal approvals, and ongoing compliance obligations.
This document is for informational purposes only and does not constitute legal advice. B.M.S Jango Drills should engage a qualified Nigerian securities lawyer or compliance consultant to guide the registration process.
00 Why This Matters
Jangodrills invites members of the public to invest money and promises a fixed return (1% daily over 21 days). Under Nigerian law, this type of activity falls under the regulatory oversight of the Securities and Exchange Commission (SEC) and the Central Bank of Nigeria (CBN). Operating an investment platform without the required registrations exposes the business to regulatory sanctions, fines, account freezes, and potential criminal prosecution of directors.
The Investments and Securities Act 2025 (ISA 2025) is the governing legislation. It defines digital assets and investment schemes as securities, placing them firmly under SEC authority.
01 CAC Registration
What: Register the business with the Corporate Affairs Commission of Nigeria.
Why: CAC registration is the baseline legal requirement for operating any business in Nigeria. No other regulatory registration can proceed without it.
What the Client needs:
- Company name reservation
- Memorandum and Articles of Association
- Particulars of directors and shareholders
- Registered office address
- Minimum share capital allocation
Timeline: Typically 1 to 2 weeks.
Status: Required before any other step.
02 SEC Registration
What: Register with the Securities and Exchange Commission as a capital market operator.
Why: The ISA 2025 requires that any entity inviting the public to invest money for return on investment must be registered with the SEC. The most likely registration category for Jangodrills is Fund/Portfolio Manager, though a securities lawyer may advise on alternative structures.
Requirements for Fund/Portfolio Manager registration:
- Minimum paid-up capital: ₦150,000,000 (One Hundred and Fifty Million Naira)
- Fidelity Insurance Bond covering at least 20% of the minimum paid-up capital
- At least 3 sponsored individuals, including a compliance officer
- All sponsored individuals must have relevant post-graduation experience as defined in SEC Rule 20
- Detailed business plan with 5-year financial projections
- Latest audited accounts or statement of affairs (not more than 3 months old, signed by two directors, confirmed by external auditor)
- Cash assets mix ratio: 60% liquid assets, 40% fixed and other assets
- Company profile including history, organisational structure, shareholding structure, and principal officers
- Detailed CVs of all directors and sponsored individuals
- Sworn undertaking to keep proper records and render returns as specified by SEC
- Sworn undertaking to abide by SEC Rules and Regulations and the ISA 2025
- SEC Form 3 application (completed in full, no blank fields)
Fees
| Item | Amount |
|---|---|
| Filing/Application fee | ₦50,000 |
| Processing fee | ₦200,000 |
| Registration fee | ₦10,000,000 |
| Sponsored individual fee (per person) | ₦100,000 |
| Estimated total (3 sponsored individuals) | ₦10,550,000 |
Process
- Prepare and submit all documentation to SEC
- SEC reviews the application and may request additional information
- SEC conducts an inspection of the business premises and operations
- If satisfied, SEC issues the registration
Timeline: Typically 8 to 12 weeks after complete submission. Delays occur when applications are incomplete, use unapproved auditors, or fail to provide clear evidence of fund sources.
Note: The SEC recently revised minimum capital requirements (Circular 26-1, January 2026). The Client should confirm current capital thresholds with their lawyer as these may change.
03 Paystack Business Verification
What: Complete Paystack's business verification process to receive live payment gateway credentials.
Why: Paystack requires business verification before issuing live API keys. Test keys work for development but cannot process real payments.
What the Client needs:
- CAC registration certificate
- Valid ID of at least one director
- Bank account in the company's registered name
- Business address verification
- Description of the business and how payments will be used
Timeline: Typically 1 to 3 business days after submission.
04 KYC/AML Procedures
What: Establish formal Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures for the business.
Why: Both CBN and SEC require all entities handling financial transactions to implement KYC/AML controls. This includes identifying and verifying all users, monitoring transactions for suspicious activity, and reporting suspicious transactions to the relevant authorities.
What the platform already handles (built by the Studio):
- KYC document collection (selfie, valid ID)
- Admin review and approval/rejection queue
- KYC status tracking per user
- Transaction logging and audit trail
- Admin controls for user suspension and banning
What the Client must add:
- A written KYC/AML policy document (their lawyer can draft this)
- A designated compliance officer (one of the SEC-sponsored individuals can fill this role)
- A process for filing Suspicious Activity Reports (SARs) with the Nigerian Financial Intelligence Unit (NFIU) if required
05 NDPR/NDPC Compliance
What: Comply with the Nigeria Data Protection Regulation (NDPR) and register with the Nigeria Data Protection Commission (NDPC) if required.
Why: Jangodrills collects personal data from users (names, emails, phone numbers, bank details, selfies, ID documents). The NDPR requires organisations that process personal data of Nigerian residents to have a data protection policy, obtain user consent, and implement appropriate security measures.
What the platform already handles (built by the Studio):
- Privacy Policy page (drafted by the Studio, reviewed by the Client's lawyer)
- Secure storage of user data in Supabase
- KYC documents stored in Cloudflare R2
- Admin access controls
What the Client must do:
- Have their lawyer review the Privacy Policy for NDPR compliance
- Determine whether the volume of data processed triggers mandatory registration with the NDPC
- If registration is required, submit the Data Protection Compliance Organisation (DPCO) application to NDPC
- Appoint a Data Protection Officer if required by the volume of data processed
06 Legal Content Sign-Off
What: Have a qualified lawyer review and approve the Terms and Conditions, Privacy Policy, and Risk Disclosure before the platform goes live.
Why: These documents define the legal relationship between B.M.S Jango Drills and its investors. They must be accurate, enforceable, and compliant with Nigerian law.
What the Studio provides:
- Initial drafts of all three documents, written in Nigerian English, structured for the platform, and styled with the Jangodrills brand system
What the Client must do:
- Engage a qualified lawyer to review all three documents
- Provide any edits or additions based on legal advice
- Confirm in writing that the legal content is approved for publication
The platform will not go live until the Client confirms that legal content has been reviewed and approved.
07 Summary Checklist
| Requirement | Responsible Party | Status |
|---|---|---|
| CAC Registration | Client | Not started |
| SEC Registration (or legal confirmation of alternative) | Client | Not started |
| Paystack Business Verification | Client | Not started |
| KYC/AML Policy Document | Client (with lawyer) | Not started |
| NDPR/NDPC Compliance Review | Client (with lawyer) | Not started |
| Legal Content Review and Approval | Client (with lawyer) | Not started |
| Live Payment Gateway Credentials | Client | Not started |
| Full Payment of All Milestones | Client | Not started |
| Platform Development Complete | The Brick Dev Studios | In progress |
08 Recommended Action
The Client should engage a Nigerian securities lawyer as early as possible. The SEC registration process alone takes 8 to 12 weeks and requires substantial documentation. Starting this process in parallel with platform development ensures that both the platform and the regulatory approvals are ready at the same time.
Recommended professionals to consult:
- A law firm with capital markets and SEC registration experience
- A compliance consultant specialising in Nigerian fintech/investment regulations
The Studio can coordinate with the Client's legal team on any platform-related compliance questions during development.