Nigeria’s Securities and Exchange Commission has unveiled a sweeping rewrite of minimum capital requirements for capital market operators, forcing brokers, fund managers, exchanges and fintech firms to significantly strengthen their balance sheets or risk losing their licenses.
The new framework, announced in an SEC circular dated January 15, 2026 and followed by a public statement on January 16, replaces the capital regime that has been in place since 2015. Regulators describe the move as the most far-reaching overhaul of Nigeria’s capital market rules in more than a decade.
According to the Commission, the revised thresholds are designed to shore up market stability, improve investor protection and reflect the growing complexity of financial activities, particularly in areas such as digital assets and commodities. Officials say the changes are also part of broader reforms under the Investments and Securities Act, 2025.
Capital thresholds jump across the market
Under the new rules, stockbroking firms that execute trades for clients must now hold at least ₦600 million in capital, up from ₦200 million. Proprietary dealers face a minimum of ₦1 billion, a tenfold increase from the previous ₦100 million.
Broker-dealers offering a mix of brokerage, trading and advisory services will need ₦2 billion in capital, nearly seven times the old requirement. The figures were confirmed in a January 16 SEC circular and detailed in local financial press reports.
Fund and portfolio managers are also facing sharp increases. Firms managing assets above ₦20 billion must now maintain ₦5 billion in capital, compared with ₦150 million previously, while limited-scope managers are required to hold ₦2 billion. Private equity funds must meet a ₦500 million threshold and venture capital firms ₦200 million.
In addition, the SEC introduced a new rule tying capital directly to size: any manager overseeing assets above ₦100 billion must now hold capital equal to at least 10% of assets under management.
Issuing houses offering full underwriting services must maintain ₦7 billion, while advisory-only issuing houses require ₦2 billion. Registrars are set at ₦2.5 billion, rating agencies at ₦500 million, trustees at ₦2 billion and underwriters at ₦5 billion. Even individual investment advisers, traditionally low-capital operators, must now have ₦10 million.
Market infrastructure has not been spared. Composite securities exchanges and central counterparties must each hold ₦10 billion, clearinghouses ₦5 billion, and non-composite exchanges focused on a single asset class ₦5 billion.
Fintech impact, deadlines and industry reaction
Financial technology firms and digital asset service providers are among the most affected by the overhaul. Robo-advisers must now hold ₦100 million, up from ₦10 million. Digital asset exchanges and custodians are each required to maintain ₦2 billion, while other digital asset platforms face capital thresholds ranging from ₦500 million to ₦1 billion. Tokenisation platforms and intermediaries, which have expanded rapidly in recent years, are formally brought under the new framework.
Commodity-linked operators are also covered. Warehousing firms and collateral management companies operating nationally or internationally must each hold ₦500 million. Capital market consultants now face minimums of ₦25 million for corporate entities, ₦10 million for partnerships and ₦2 million for individuals.
The SEC has given operators until June 30, 2027 to comply, an 18-month transition period. Firms that fail to meet the new standards risk sanctions, including suspension or withdrawal of registration, although the Commission says applications for transitional arrangements will be considered and further compliance guidance will be issued.
In announcing the changes, the SEC said the revised capital regime is intended to create a “more robust, competitive and globally aligned” market, arguing that better-capitalized firms will be more resilient to shocks and better able to meet their obligations.
Industry reaction was swift. On January 16, the Association of Securities Dealing Houses of Nigeria (ASHON), which represents all stockbroking firms in the country, called for a downward review of the new thresholds. In a statement carried by local media, the group said it accepted the need for recapitalisation but wanted a process that would be orderly and considerate of members’ realities.
ASHON said it has begun consultations to help firms prepare for the deadline, while continuing to engage regulators on possible adjustments. Smaller operators are widely expected to feel the most pressure, with analysts predicting mergers, downsizing or market exits, as well as increased efforts to attract foreign investors or strategic partners.
For investors, regulators argue the outcome should be stronger protection, as firms with larger capital buffers are better positioned to safeguard client assets during market stress. As the June 2027 deadline approaches, Nigeria’s capital market is set for a period of consolidation and adjustment, marking a decisive shift toward higher entry standards and tighter oversight.
