Pennytree Business Limited, Crowdfunding Platform is licensed by the Securities and Exchange Commission. Offers opening soon.

Legal

Compliance and launch status

A transparent register against the uploaded SEC rules, dated 21 January 2021. This is not legal certification.

Not live. Real commitments, financial-record changes, wallet funding and real-offer publication are blocked at the data boundary. Completion of website changes is not approval to accept funds.

Before launch

Confirm current rules, the registered portal domain, custodian appointment (in progress), signed legal documents, approved fees, investor verification and complete offer lifecycle controls. Independent legal and operational review must clear every applicable requirement before restrictions are lifted.

Rules 1–5: Definitions, eligibility, limits and registration

Nigerian MSME evidence; two-year history or qualifying technical partner/core investor; controlled-group twelve-month caps; retail income cap and verified exemption categories; registered intermediary and portal.

Current status: Eligibility guidance corrected. Complete evidence-backed verification and aggregate-limit enforcement remain required.

Rules 6–10: Intermediary registration and continuity

Paid-up capital, prescribed asset ratios, fidelity bond, sponsored officers, fit-and-proper checks, CEO declarations and SEC approval for structural changes or cessation.

Current status: Licensed entity confirmed: Pennytree Business Limited, Crowdfunding Platform, per the SEC directory. Continuity evidence, the registered portal domain and operating controls require sign-off.

Rules 11–12: Investor education and due diligence

Prominent warnings, fees, complaints, business legitimacy and objective attestations; verified ownership, management, solvency, forecasts, KYC and AML/CFT.

Current status: Public education and warnings updated. Live issuer attestations and verified due diligence are not yet available.

Rules 13: Monitoring and regulatory reporting

Fundraiser conduct and limits; monthly activity reports; quarterly issuer, breach and complaints reports; annual and capital-market-operator returns.

Current status: Reporting schedules, accountable owners, immutable source records and submission evidence required.

Rules 14: Privacy, resilience and records

Applicable data protection law, confidentiality, secure systems, identity-theft prevention, backups and insurance; seven-year retention and five-working-day investor document response.

Current status: Written procedures, security assurance, retention safeguards and tracked request handling require verification.

Rules 15: Custody

Appointed SEC-registered custodian; separate interest-yielding trust account per round; release only on all prescribed conditions.

Current status: No confirmed custodian here. Money movement blocked; no live custody service claimed.

Rules 16: Warnings and signed acknowledgement

Warnings on home, subscription landing and investment forms; all prescribed affirmations; legally binding signature separate from service terms; seven-year retention after distribution.

Current status: Warnings and sample affirmations available. Samples do not capture signatures. Durable signed records required before launch.

Rules 17–18: Compliance procedures, inspection and records

Written controls; SEC inspections; records of attempts, communications, agreements, portal changes and transactions; integrity and prescribed record access/reporting.

Current status: Full audit coverage, protected archives, inspection access and operational policies remain required.

Rules 19–20: Portal conduct and conflicts

Compliant representations; cross-ownership review, including the rule on interests above 5% and applicable SEC approvals.

Current status: Unsupported regulatory placeholders removed. Issuer-specific conflict checks and approvals required.

Rules 21–22: Fundraiser documents and investor rights

Standardized certified offering document before commitment; financial, debt, pricing and rights disclosures; no guaranteed return; withdrawal to 48 hours before close; seven-day adverse-change rescission; 48-hour refunds/releases.

Current status: Rights explained. Real document publication, signatures, cancellation and refund lifecycle are not enabled.

Rules 23–25: Portal review and SEC submissions

Minimum threshold at least 50%; investor lists; fraud checks; moderated public forum and public fundraiser replies; required promoter/director/shareholder information and offering materials sent to SEC.

Current status: Threshold guidance tested. Live forum, moderation records and evidence-backed publication approvals remain required.

Rules 26: Offer lifecycle

60-day initial offer, up to 30-day extension; atomically reject subscriptions beyond target; failed-offer 30-day waiting period; 24-hour adverse-change notices; conditional release, revised plan and 48-hour failed-offer refunds.

Current status: Real offer publication and commitments blocked. Atomic capacity, timelines, notices and release/refund workflows remain required.

Rules 27–28: Transfer and change-of-control rights

One-year lock-in with prescribed exceptions; equity tag-along and debt put rights on control transfer within three years; no portal secondary trading.

Current status: Rights explained. Real legal instruments and controlled transfer administration require sign-off.

Rules 29–35: Offering and ongoing disclosures

Digital-friendly standardized offering documents; unmitigated risk disclosure; annual audited accounts and actual gross-proceeds use; 24-hour prescribed business/control notices on portal, website and investor email.

Current status: Examples labelled illustrative. Verified documents, financial reporting and evidenced notification delivery remain required.

Rules 36–39: Marketing and prohibited activities

General portal advertising only, approved fundraiser marketing, no recommendations, investor financing, paid investor introducers or secondary trading; permissible instruments, no concurrent portal offers or excluded fundraisers.

Current status: Prelaunch copy corrected. Marketing approval and issuer screening procedures require compliance ownership.

Rules 40: Commodities investment platforms

Separate scope and exclusive commodities operation; specific project/land/off-taker/custodian/insurance disclosures; prescribed asset ratio, ₦1bn twelve-month cap absent approval, quarterly inspections and seven-day notice/request conditions.

Current status: Applicability must be determined by legal review. An agricultural sample does not establish commodities-platform authorization.

Rules 41–43: Industry oversight, penalties and transition

Applicable association oversight, breach penalties and the historical transitional registration provisions.

Current status: Compliance officer must confirm current legal applicability, later instruments and regulatory communications.

Rules Schedules 1–2: Registration fees and issue fees

Prescribed registration filings; aggregate fees to issue parties no more than 5% of funds raised; intermediary SEC fee of 5% of annual turnover.

Current status: Issue-fee ceiling included and tested. Actual fee schedule, accounting and payment obligations require approval.