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By Chukwuma Umeorah
The Securities and Exchange Commission (SEC) has introduced a new minimum capital regime that raises capital thresholds across Nigeria’s capital market, with securities exchanges and central counterparties now required to maintain a minimum of N10 billion, and has given all regulated entities until June 30, 2027 to comply.
Under the revised framework, composite securities exchanges will raise capital to N10 billion from N500 million, while central counterparties (CCPs) will also operate with N10 billion, up from N5 billion. Clearing and settlement companies will now maintain N5 billion, compared with N200 million previously, while non-composite exchanges will meet a N5 billion minimum.
The new requirements were contained in a circular dated January 16, 2026, in which the Commission said the review reflects the need to align capital adequacy with the size and risk profile of market activities.
“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 said.
Beyond market infrastructure, the revised regime sharply raises capital floors for brokers, dealers, broker-dealers and fund managers, categories that account for a significant share of daily market activity.
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Under the new structure, brokers (client execution only) will now maintain N600 million, up from N200 million, while dealers (proprietary trading only) will raise capital to N1 billion from N100 million. Broker-dealers will operate with N2 billion, compared with N300 million previously, while inter-dealer brokers will also meet a N2 billion minimum, rising from N50 million.
In the asset management segment, the Commission introduced a tiered framework tied to scale of operations. Tier-1 fund and portfolio managers with assets under management or net asset value above N20 billion will now maintain N5 billion, up from N150 million. The SEC added that any manager with more than N100 billion in assets “should have a minimum of 10 per cent of the Net Asset Value/Assets under Management (NAV/AuM) as capital.” Tier-2 managers will meet a N2 billion threshold, while private equity fund managers will raise capital to N500 million and venture capital managers to N200 million.
The revised rules also impose heavier capital obligations on issuing houses, registrars, trustees and underwriters. Issuing houses without underwriting functions will now maintain N2 billion, while those with underwriting will raise capital to N7 billion. Registrars will operate with N2.5 billion, compared with N150 million, while underwriters will meet a N5 billion requirement.
The framework extends to technology-driven segments of the market. Digital asset exchanges and custodians will now maintain N2 billion each, while digital assets offering platforms and real-world asset tokenisation platforms will meet N1 billion minimums. Commodity market operators were also captured. Warehousing operators will now meet a N500 million capital requirement, while collateral management companies will operate with between N200 million and N500 million, depending on scope.
The Commission said the revised framework seeks to “enhance the financial soundness and operational resilience of market operators; align capital requirements with the scope, complexity, and risk exposure of regulated activities; promote market stability and systemic risk mitigation; and support innovation and orderly development of new market segments, including digital assets and commodities markets.”
All affected entities are required to comply on or before June 30, 2027. The SEC warned that failure to meet the new thresholds within the timeline will attract regulatory sanctions, “including suspension or withdrawal of registration, as may be determined by the Commission.”
The revision replaces the 2015 minimum capital framework and introduces some of the highest entry and operating thresholds in the history of Nigeria’s capital market, setting the stage for recapitalisation efforts, possible consolidation among operators and tighter prudential oversight ahead of the 2027 deadline.
