SEC raises capital requirements

…sets N10bn for exchanges, N5bn for asset managers

Nigeria’s capital market is facing one of its most far-reaching regulatory resets in over a decade as the Securities and Exchange Commission (SEC) announced steep increases, ranging from threefold to more than 30-fold, in minimum capital requirements for market operators, including a new N10 billion threshold for exchanges and central counterparties, N5 billion for large portfolio managers, and N2 billion for broker-dealers.

In a circular dated January 16, 2026, the Commission said the revised framework, last reviewed in 2015, is designed to strengthen market resilience, enhance investor protection and align capital adequacy with the growing scale, sophistication and risk profile of Nigeria’s capital market.

The revision of minimum capital requirements by SEC is a move that significantly raises the financial entry bar for operators across brokerage, asset management, market infrastructure, fintech, digital assets and commodities trading.

The Commission said the new framework is aimed at strengthening market resilience, enhancing investor protection and aligning capital adequacy with the growing complexity and risk profile of capital market activities.

Under the revised regime, many operators will be required to raise capital multiples above thresholds last reviewed in 2015. Brokers providing execution-only services must now maintain a minimum capital of N600 million, up from N200 million, while broker-dealers offering proprietary trading and advisory services will be required to scale up to N2 billion from N300 million. Inter-dealer brokers face one of the steepest increases, with minimum capital rising from N50 million to N2 billion.

Fund and portfolio management firms are also significantly affected. Full-scope portfolio managers overseeing assets above N20 billion will now be required to hold N5 billion in minimum capital, compared with N150 million previously. In addition, the SEC introduced a proportional capital rule requiring managers with assets under management exceeding N100 billion to maintain capital equivalent to at least 10 per cent of assets, a provision expected to impact the largest asset managers.

Non-core market operators are not exempt. Issuing houses with underwriting capabilities must now meet a N7 billion capital requirement, more than triple the previous N200 million threshold. Registrars will be required to maintain N2.5 billion in capital, up from N150 million, while trustees must scale up to N2 billion from N300 million.

Market infrastructure institutions face some of the highest thresholds. Central Counterparties (CCPs) and composite securities exchanges are now required to maintain N10 billion in capital each, while clearing and settlement companies must meet a N5 billion minimum, up sharply from N200 million.

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Reflecting evolving market trends, the SEC also brought virtual asset service providers and digital asset platforms under explicit capital regulation. Digital asset exchanges, custodians and platform operators will now require between N500 million and N2 billion in capital, while real-world asset tokenisation platforms must meet a N1 billion threshold. Fintech operators such as robo-advisers and crowdfunding intermediaries will see capital requirements rise to N100 million and N200 million, respectively.

Commodity market intermediaries were equally captured. Warehousing operators will now be required to hold N500 million in capital, up from N50 million, while commodity brokers and dealers face increases ranging from N20 million to N50 million, depending on the scope of their operations.

The SEC said all affected entities must comply with the revised requirements on or before June 30, 2027. Firms that fail to meet the new thresholds risk sanctions, including suspension or withdrawal of registration, although transitional arrangements may be granted on a case-by-case basis.

Market analysts say the reforms are likely to accelerate consolidation within the capital market, potentially forcing smaller operators to merge, raise fresh capital or exit, while positioning the industry for greater stability and credibility as Nigeria deepens participation in digital assets and alternative investment markets.