SEC unveils sweeping capital overhaul, raises minimum requirements across capital market

Nigeria’s Securities and Exchange Commission (SEC) has announced a comprehensive revision of capital requirements for capital market operators, introducing significantly higher thresholds aimed at strengthening market resilience and eliminating undercapitalised firms.

The new regime was disclosed in a circular issued by the Commission on January 16, 2026, and replaces the long-standing 2015 capital framework.

Market operators have been given an 18-month transition period to comply, with full implementation scheduled for June 30, 2027.

According to the SEC, the revised capital structure is designed to enhance systemic stability, improve governance standards, and ensure that only financially sound institutions operate within Nigeria’s increasingly complex capital market.

The framework affects virtually all categories of operators, including brokers, dealers, fund and portfolio managers, issuing houses, registrars, trustees, fintech firms, and digital asset service providers.

Under the new rules, stockbrokers will now be required to maintain a minimum capital base of N600 million, up from N200 million, while dealers must raise their capital to N1 billion from the previous N100 million.

Broker-dealers face the steepest adjustment, with requirements rising from N300 million to N2 billion, reflecting their expanded exposure across trading, execution, and margin lending activities.

Fund and portfolio managers are now subject to a tiered capital structure based on assets under management.

Managers overseeing assets above N20 billion must maintain N5 billion in capital, while mid-tier managers are required to hold N2 billion. Private equity firms will need N500 million, while venture capital firms must meet a N200 million threshold.

In addition, the SEC introduced a dynamic capital rule requiring any firm managing assets in excess of N100 billion to hold capital equivalent to at least 10 percent of its assets under management, a move aimed at curbing excessive risk-taking by large asset managers.

Digital asset operators, which previously operated under limited regulatory clarity, are now fully incorporated into the capital market framework. Digital exchanges and custodians are required to hold N2 billion in capital, while tokenisation platforms and digital asset intermediaries must meet thresholds ranging from N500 million to N1 billion.

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Robo-advisers, despite being classified as relatively low-risk, are now required to maintain a minimum capital base of N100 million.

Issuing houses providing full underwriting services will need N7 billion in capital, while firms offering advisory-only services must hold N2 billion.

Registrars, trustees, and underwriters are now subject to minimum capital requirements of N2.5 billion, N2 billion, and N5 billion, respectively. Even individual investment advisers, traditionally low-capital operators, must now meet a N10 million minimum.

Market infrastructure institutions face some of the highest requirements under the new framework. Composite exchanges and central counterparties are each required to maintain N10 billion in capital, while clearinghouses must hold at least N5 billion.

The SEC said these thresholds underscore its focus on safeguarding institutions that are critical to the stability of the financial system.

The revised capital regime signals a decisive shift in the regulation of Nigeria’s capital market, particularly in the digital asset space.

By imposing a N2 billion requirement on digital exchanges and custodians, the Commission has made it clear that innovation will only be encouraged when supported by strong financial capacity and robust governance.

Market analysts expect the new requirements to trigger a wave of consolidation across the industry, as smaller operators struggle to meet the higher thresholds.

Some firms may downscale operations, merge with stronger players, or exit the market altogether, while others may seek foreign investment or strategic partnerships to shore up their capital base.

While the reforms may reduce the number of operators, regulators believe the move will significantly improve market quality and investor protection. Firms with stronger balance sheets are better positioned to withstand market shocks and safeguard client assets.

With the June 30, 2027 deadline set, the SEC expects Nigeria’s capital market to emerge leaner but more resilient, underpinned by stronger institutions, improved governance, and enhanced investor confidence.