SEC Raises Minimum Capital Requirements for Capital Market Operators in Nigeria, Sets Deadline

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 as part of efforts to strengthen market resilience and enhance investor protection.

The revised framework, contained in Circular No. 26-1 dated January 16, 2026, was issued pursuant to the Commission’s mandate under the Investments and Securities Act, 2025.

According to SEC, the review is aimed at aligning capital adequacy with the growing complexity and risk profile of market activities while ensuring that operators have sufficient financial capacity to meet their obligations sustainably.

Under the new regime, minimum capital thresholds have been significantly increased across core and non-core market functions, market infrastructure institutions, fintech operators, virtual asset service providers, commodity market intermediaries, and capital market consultants.

The SEC said for brokerage services, the minimum capital for brokers handling client execution only has been raised from N200 million to N600 million, while broker-dealers offering both client execution and proprietary trading will now be required to maintain N2 billion, up from N300 million. Inter-dealer brokers will see one of the steepest increases, rising from N50 million to N2 billion.

In the fund and portfolio management segment, full-scope portfolio managers with assets above N20 billion will now be required to maintain N5 billion in capital, compared to N150 million previously.

Also, the regulator noted that fund managers with assets exceeding N100 billion will also be required to hold capital equivalent to at least 10 percent of their assets under management.

Non-core operators such as issuing houses, registrars, trustees, and underwriters also face higher thresholds. Issuing houses with underwriting capabilities must now maintain N7 billion in capital, while registrars will be required to hold N2.5 billion, up from N150 million.

The revised framework introduces capital requirements for emerging segments, including virtual asset service providers and digital asset platforms. Digital asset exchanges and custodians will now be required to maintain N2 billion in minimum capital, while real-world asset tokenization platforms must hold at least N1 billion.

Market infrastructure institutions have equally been affected, with the minimum capital for central counterparties increased to N10 billion and composite securities exchanges raised to N10 billion from N500 million.

The SEC said all affected entities must comply with the new minimum capital requirements on or before June 30, 2027, warning that failure to meet the deadline could attract sanctions, including suspension or withdrawal of registration.

The Commission added that transitional arrangements may be considered on a case-by-case basis, while detailed compliance guidelines will be issued separately. The SEC stressed that the revised requirements take effect immediately from the date of publication.

“The Securities and Exchange Commission (“the Commission”), pursuant to its statutory mandate under the Investments and Securities Act, 2025, to regulate and develop the Nigerian capital market, hereby issues this Circular on the revision of Minimum Capital (MC) applicable to all categories of regulated capital market entities.

“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.