Nigeria’s Securities and Exchange Commission (SEC) has announced a comprehensive overhaul of capital requirements for nearly all operators in the country’s capital market, signaling a major shift toward stronger market resilience and tighter regulatory oversight. The new framework, detailed in a circular released on January 16, 2026, replaces the 2015 capital regime and gives firms until June 30, 2027, to comply.
The revisions affect brokers, dealers, fund managers, issuing houses, fintech firms, and digital asset operators, with the goal of weeding out undercapitalised players while rewarding firms with scale and strong governance. For brokers, the minimum capital requirement now triples from N200 million to N600 million, while dealers face a tenfold increase to N1 billion. Broker-dealers, which combine multiple functions such as trading, execution, and margin lending, see the steepest rise, moving from N300 million to N2 billion.
Fund and portfolio managers are subject to a tiered capital structure. Firms managing assets above N20 billion must hold N5 billion, mid-tier managers N2 billion, while private equity and venture capital firms now require N500 million and N200 million respectively. A dynamic rule also applies to extremely large managers, requiring those with over N100 billion in assets under management to maintain capital equal to at least 10 percent of their assets.
Digital asset operators, previously operating in regulatory uncertainty, are now fully captured under the framework. Exchanges and custodians must maintain N2 billion each, while tokenisation platforms and intermediaries face requirements between N500 million and N1 billion. Even lower-risk players, like robo-advisers, must now hold N100 million in capital.
Issuing houses and market infrastructure players face some of the highest obligations. Full-service underwriters now require N7 billion, advisory-only houses N2 billion, while registrars, trustees, and underwriters have floors of N2.5 billion, N2 billion, and N5 billion respectively. Composite exchanges and central counterparties must maintain N10 billion each, with clearinghouses requiring N5 billion. Individual investment advisers, historically low-capital operations, must now meet a N10 million threshold.
The SEC’s new rules are likely to accelerate consolidation across the market, as smaller operators struggle to meet the steep new requirements. The changes also mark a formal shift for the digital asset sector, signaling that innovation will be tolerated only when supported by robust capital. Overall, the SEC aims to strengthen systemic stability, reduce risks, and encourage a more resilient, well-governed capital market ecosystem in Nigeria.
The enforcement focus, the SEC notes, is on compliance rather than introducing new obligations, giving firms time to align with the revised framework while ensuring the market becomes safer and more robust for investors.
For small and medium-sized market operators, these changes will require strategic planning, capital mobilisation, and possibly partnerships or mergers to remain competitive. The message from the SEC is clear: robust capital is now a prerequisite for sustainable operation in Nigeria’s capital markets.
