In one of the most significant regulatory reforms in Nigeria’s capital market in over a decade, the Securities and Exchange Commission (SEC), has announced a major upward review of the minimum capital requirements for all regulated capital market entities in Nigeria, marking one of the most far-reaching regulatory reforms in the nation’s financial market in over a decade.
The move is aimed at strengthening market resilience, enhancing investor protection, and aligning capital adequacy with the increasing complexity and risk profile of capital market activities.
The revised framework is 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 SEC, the new regime takes immediate effect from the date of publication, although operators have been granted a transition period to comply fully.
In a statement accompanying the circular, the Commission 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 meet their obligations sustainably.
“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,” the SEC stated.
Broad-Based Increase Across Market Segments
Under the new framework, minimum capital thresholds have been significantly increased 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.
Brokerage and Trading Services
One of the most notable changes is in the brokerage segment. The SEC disclosed that the minimum capital for brokers engaged in client execution only has been raised from ₦200 million to ₦600 million.
For broker-dealers offering both client execution and proprietary trading, the requirement has jumped from ₦300 million to ₦2 billion.
Inter-dealer brokers face one of the steepest increases under the new regime, with their minimum capital rising from ₦50 million to ₦2 billion, reflecting the higher systemic risk associated with their activities.
Fund and Portfolio Management
In the fund and portfolio management segment, the review introduces a more risk-sensitive approach. Full-scope portfolio managers with assets under management (AUM), exceeding ₦20 billion will now be required to maintain a minimum capital base of ₦5 billion, compared to ₦150 million previously.
In addition, the SEC noted that fund managers with AUM above ₦100 billion must now maintain capital equivalent to at least 10 percent of their assets under management, a move designed to ensure stronger buffers for firms managing large pools of investor funds.
Non-Core Capital Market Operators
Non-core operators have not been spared. Issuing houses with underwriting capabilities must now maintain ₦7 billion in capital, while registrars are required to hold ₦2.5 billion, up from ₦150 million.
Similarly, trustees and underwriters face significantly higher thresholds, underscoring the SEC’s intention to strengthen institutions responsible for safeguarding investor interests and market integrity.
Digital Assets, Fintech and Emerging Segments
In a major shift, the revised framework formally integrates emerging and technology-driven segments into the capital adequacy regime.
Under the new rules:
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Digital asset exchanges and custodians are required to maintain a minimum capital of ₦2 billion.
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Digital asset offering platforms and real-world asset tokenisation platforms must hold at least ₦1 billion in capital.
This development 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.
Market Infrastructure Institutions
Market infrastructure institutions have also been significantly affected. The minimum capital for central counterparties has been increased to ₦10 billion, while composite securities exchanges now require ₦10 billion, up sharply from ₦500 million.
According to the SEC, these increases are critical to ensuring the stability of institutions that form the backbone of market operations, clearing, and settlement.
Compliance Deadline and Enforcement
The Commission has directed that all affected entities must comply with the new minimum capital requirements on or before June 30, 2027. It warned that failure to meet the deadline could attract regulatory sanctions, including suspension or outright withdrawal of registration.
However, the SEC noted 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.
Implications for the Market
Analysts believe the new capital regime will likely trigger consolidation across the capital market, as smaller or undercapitalised firms explore mergers, acquisitions, or strategic partnerships to meet the new thresholds. While this may reduce the number of operators in the short term, the SEC maintains that the long-term outcome will be a stronger, more resilient, and more credible capital market.
By raising the financial bar for participation and operation, the Commission aims to position Nigeria’s capital market to better absorb shocks, protect investors, and support sustainable economic growth in an increasingly complex financial environment.
In reaffirming its commitment, the SEC emphasised that the revised requirements are a key step in modernising and strengthening the Nigerian capital market, in line with its mandate to regulate and develop the market under the Investments and Securities Act, 2025.
