SEC Increases Capital Thresholds Across Nigeria’s Capital Market

….. Sets June 2027 Compliance Deadline

…Introduces N2bn Capital Requirement For Digital Asset Exchanges

The Securities and Exchange Commission (SEC) has announced a sweeping upward review of minimum capital requirements for capital market operators, significantly raising thresholds across brokerage firms, fund managers, market infrastructure providers, fintech companies and digital asset platforms in a move aimed at strengthening investor protection and market stability.

The revised requirements are contained in Circular No. 26-1 dated January 16, 2026, issued pursuant to the Investments and Securities Act 2025.

According to the Commission, the new framework represents the first comprehensive adjustment to capital adequacy standards in Nigeria’s capital market since 2015 and reflects the growing scale, complexity and risk exposure of market activities.

The SEC said the review is designed to enhance the financial strength and operational resilience of regulated entities, reduce systemic risk and ensure that operators have sufficient capacity to meet their obligations on a sustainable basis.

The Commission added that the framework also supports innovation and orderly development in emerging segments of the market, particularly digital assets and commodities trading.

Under the new rules, minimum capital requirements for brokerage and dealing firms have been significantly increased.

Brokers offering client execution services are now required to maintain a minimum capital base of N600m, up from N200m previously.

Dealers engaged solely in proprietary trading must hold N1bn, while broker-dealers providing a combination of execution, proprietary trading, margin lending and advisory services are now required to maintain at least N2bn, compared with N300m under the previous regime.

Sub-brokers are also affected by the review. Digital sub-brokers are now required to maintain N100m in capital, while corporate sub-brokers must hold N50m, up from N10m each.

In a notable development, the SEC has introduced explicit and significantly higher capital requirements for Virtual Asset Service Providers as part of efforts to bring digital asset operations fully under regulatory oversight.

Digital Asset Exchanges and Digital Asset Custodians are now required to maintain a minimum capital base of N2bn each, compared with N500m previously.

Other digital asset operators, including Digital Assets Offering Platforms, Digital Assets Intermediaries and Real-World Assets Tokenisation and Offering Platforms, are required to maintain capital ranging between N500m and N1bn, depending on the scope of their activities, while ancillary providers must hold at least N300m.

Capital requirements for fintech operators have also been revised upwards. Robo-advisers are now required to maintain N100m in capital, from N10m previously, while crowdfunding intermediaries must hold N200m, up from N100m .

The new framework further introduces substantial increases for fund and portfolio managers. Full-scope portfolio managers overseeing collective investment schemes and alternative investment funds with large assets under management are now required to maintain N5bn in capital, compared with N150m previously.

Limited-scope portfolio managers must hold N2bn, while private equity and venture capital fund managers are now required to maintain minimum capital of N500m and N200m respectively.

For market infrastructure providers, composite securities exchanges are now required to maintain N10bn in capital, while non-composite exchanges must hold N5bn.

The minimum capital requirement for a Central Counterparty has been raised to N10bn, and Clearing and Settlement Companies are now required to maintain N5bn.

The SEC directed all affected entities to comply with the revised minimum capital requirements on or before June 30, 2027, warning that failure to meet the new thresholds within the stipulated period could attract regulatory sanctions, including suspension or withdrawal of registration.

The Commission noted that transitional arrangements may be considered on a case-by-case basis upon application, and that further guidance on compliance procedures and capital verification processes will be issued in due course.

The revised framework takes effect immediately and is expected to reshape Nigeria’s capital market by encouraging consolidation, strengthening weaker operators and improving overall market stability as participants adjust to higher regulatory and risk management standards.