Legal
Regulatory disclosures
The platform is not live. No real offers, subscriptions or funds are accepted.
Registration and legal entity
The SEC public directory lists Pennytree Business Limited as a Crowdfunding Platform, with an Approved account status and a registration date of 1 September 2023. It lists CAC number 1834911 and SEC file number 2012. A file number is not represented here as a licence number.
Pennytree Business Limited, Crowdfunding Platform is licensed by the Securities and Exchange Commission. This website uses the name Pennytree Crowdfunding, and fundraising services on this platform are provided under that licence. The licence is not by itself a certification of this website's operational compliance, and custody, operating and lifecycle arrangements remain launch requirements.
SEC registered-operator directorySource rules
The uploaded rules are the baseline for these disclosures. The SEC also publishes the 2021 rules. Continued publication does not prove that no subsequent amendments or other applicable requirements exist.
Limits and investor protections
- Rule 4: maximum twelve-month raises of ₦50m for micro, ₦70m for small and ₦100m for medium enterprises, including controlled entities, common-control entities and predecessors. These are not minimum raises. Separate approved exceptions and commodities rules may apply.
- Rule 4: retail investors are limited to 10% of net annual income across crowdfunding investments. Certain exempt investor categories are defined by the SEC.
- Rules 23 and 26: a minimum threshold of at least 50% of target, an initial offer of up to 60 days and an extension of no more than 30 days. Additional subscriptions must be rejected at target.
- Rules 21, 22 and 26: withdrawal up to 48 hours before closing; cancellation refunds or releases within 48 hours of request; failed-threshold refunds within 48 hours of offer end.
- Rules 22 and 26: pre-close material adverse changes require notification within 24 hours of awareness and a seven-day rescission window from public disclosure while proceeds remain untransferred.
- Schedule 2: total fees payable to all parties to an issue must not exceed 5% of total funds raised.
Custody of funds
No custodian appointment has been confirmed here. Before funds can be accepted, an SEC-registered custodian must maintain a separate interest-yielding trust account for each funding round. Release requires the target or threshold, no material adverse change and all applicable securities-registration requirements. Below-target releases also require a revised plan and viable downscaling. A wallet display is not evidence of custody.
Risk and protections that do not apply
Investment crowdfunding is speculative and illiquid. You may lose your entire investment, receive less disclosure than public-company investors and never be able to sell your instrument. There is no guaranteed return, prospectus-based protection or claim against the National Investor Protection Fund. A one-year lock-in and further transfer restrictions may apply. Pennytree must not facilitate secondary trades or recommend investments.
Read the full risk warningSponsored individuals
- Abayomi Ogunjobi: Managing Director
- Tobiloba Odukoya: Officer
- Funmilola Idris: Compliance Officer
These names are recorded as the sponsored individuals for the licensed entity, Pennytree Business Limited. Fit-and-proper status and current responsibilities are maintained under the intermediary requirements in Rules 6 to 10.
Conflicts, records and reporting
Ownership, related parties and conflicts must be reviewed and disclosed for each real offer. No blanket assertion of absence of conflicts is made. Due-diligence attestations must be supported by completed checks, not sample data.
The rules require relevant records to be kept for at least seven years, investor document requests answered within five working days, prescribed monthly, quarterly and annual reports, and access for SEC inspections. Durable signed acknowledgements, protected record storage and operational reporting remain launch requirements, not completed assurances.
