…Sets June 30, 2027 As Compliance Deadline
The Securities and Exchange Commission (SEC) Nigeria has raised the minimum capital requirements for all regulated capital market operators (CMOs) in the country in furtherance of its regulatory reforms in Nigeria’s capital market.
The latest upward review of the minimum capital base of the operators, represented one of the most far-reaching regulatory reforms in the nation’s investments market over the past decade.
The commission stated on Friday that recapitalization directive to the CMOs would help in strengthening market resilience, enhancing investor protection, and aligning capital adequacy with the increasing complexity and risk profile of capital market activities.
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The revised framework was contained in Circular No. 26-1 dated January 16, 2026, issued pursuant to the Commission’s statutory mandate under the Investments and Securities Act (ISA), 2025.
According to the commission, the new regime takes immediate effect from the date of publication, although operators have been granted a transition period to fully comply with the minimum capital base requirements.
The SEC explained that the review was necessitated by structural changes in the market, the emergence of new products and platforms, and the need to ensure that market operators possess sufficient financial capacity to sustainably fulfil their obligations.
It clarified: “This review is informed by the need to strengthen market resilience, enhance investor protection, align capital adequacy with the evolving risk profile of market activities, and ensure that regulated entities possess sufficient financial capacity to discharge their obligations in a sustainable manner.”
In the new framework, the capital market regulatory commission raised the minimum capital thresholds across both core and non-core market functions, including market infrastructure institutions, fintech operators, virtual asset service providers, commodity market intermediaries, and capital market consultants.
One of the most notable changes in the recapitalization directive is in the brokerage segment in which the commission raised the minimum capital for brokers engaged in client execution only from N200 million to N600 million, while the requirement was raised from N300 million to N2 billion for broker-dealers offering both client execution and proprietary trading.
Also, the minimum capital threshold for Inter-dealer brokers was hiked from N50 million to N2 billion, reflecting the higher systemic risk associated with their activities.
In the fund and portfolio management segment, Full-scope portfolio managers with assets under management (AUM) exceeding N20 billion will now be required to maintain a minimum capital base of N5 billion, up from the old minimum capital base of N150 million previously.
Similarly, the commission directed that fund managers with AUM above N100 billion must now maintain capital equivalent to at least 10 percent of their assets under management.
For Non-core operators such as Issuing houses with underwriting capabilities, the SEC mandated them to maintain N7 billion capital while Registrars were required to hold N2.5 billion, up from N150 million.
In addition, as part of the SEC’s moves to strengthen institutions responsible for safeguarding investor interests and market integrity, also sets high thresholds for Trustees and Underwriters.
The commission’s revised framework formally integrates emerging and technology-driven segments into the capital adequacy regime.
Under the new rules, Digital asset exchanges and custodians are required to maintain a minimum capital of N2 billion, while Digital asset offering platforms and real-world asset tokenisation platforms must hold at least N1 billion in capital.
This new standard reflects the SEC’s resolve to bring virtual asset service providers and fintech operators firmly within the regulatory perimeter, in line with global best practices.
In the revised capital base requirements, the commission also increased Market infrastructure institutions’ capital requirements, with the minimum capital for central counterparties jacked up to N10 billion, while composite securities exchanges are now required to have minimum of N10 billion, up from the old N500 million.
The SEC maintained the upward review of the capitalization for the operators were critical to ensuring the stability of institutions that form the backbone of market operations, clearing, and settlement.
On compliance deadline and enforcement of the new capital requirements for the CMOs, the commission has directed all affected entities to comply with the new minimum capital requirements on or before June 30, 2027, warning that failure to meet the deadline could attract regulatory sanctions, including suspension or outright withdrawal of registration.
But then, the SEC stated that transitional arrangements may be considered on a case-by-case basis, and that detailed compliance guidelines will be issued separately to guide operators through the transition process.
the SEC stressed that the revised requirements represented a key step in modernising and strengthening the Nigerian capital market, in line with its mandate under the Investments and Securities Act 2025.
