SEC Raises Capital Requirements for Brokers, Fund Managers, Digital Firms
Nigeria’s Securities and Exchange Commission (SEC) has announced sweeping revisions to capital requirements for virtually all capital market operators, in what is seen as the most far-reaching regulatory overhaul in over a decade.
The new framework, contained in a circular released on January 16, 2026, replaces the long-standing 2015 capital regime and sets a compliance deadline of June 30, 2027.
The Commission said the move is designed to improve market resilience, weed out undercapitalised players, and reward firms with governance depth and scale. The revised rules affect brokers, dealers, fund managers, issuing houses, fintech firms, and digital asset operators.
Under the new regime, brokers must now hold a minimum of N600 million in capital, up from N200 million, while dealers face a tenfold increase from N100 million to N1 billion. Broker-dealers carry the steepest jump, rising from N300 million to N2 billion, reflecting their multi-role exposure across trading, execution, and margin lending.
Fund and portfolio managers are subject to a tiered structure, with those overseeing assets above N20 billion required to hold N5 billion, while mid-tier managers must maintain N2 billion. Private equity and venture capital firms face thresholds of N500 million and N200 million, respectively. A dynamic rule also applies: any firm managing assets above N100 billion must hold at least 10 per cent of assets under management as capital.
Digital asset firms, previously operating in regulatory limbo, are now fully captured. Exchanges and custodians must hold N2 billion each, while tokenisation platforms and intermediaries face thresholds between N500 million and N1 billion. Even robo-advisers, considered low-risk, must now maintain N100 million in capital.
Issuing houses providing full underwriting services must now hold N7 billion, while advisory-only houses require N2 billion. Registrars, trustees, and underwriters face new floors of N2.5 billion, N2 billion, and N5 billion, respectively. Individual investment advisers, historically low-capital operators, must now meet a N10 million threshold. Market infrastructure players carry some of the highest obligations, with composite exchanges and central counterparties each expected to maintain N10 billion, while clearinghouses require N5 billion.
The SEC’s recalibration signals a focus on preserving the stability of systemic institutions within Nigeria’s capital market ecosystem. The digital asset segment, in particular, sees a clear shift from informal activity to formal oversight, with N2 billion required for exchanges and custodians, sending a strong message that innovation will only be encouraged when backed by robust capital.
Analysts say the new rules are likely to trigger consolidation, as smaller operators struggle to meet the steep thresholds. Some may downscale, merge, or exit, while others may seek foreign investment or strategic partnerships to survive.
While this could shrink the number of market participants, it is expected to raise the quality of those who remain. For investors, the changes mean a stronger safety net, as operators with deeper financial cushions will be better positioned to weather shocks and protect client assets.
The SEC’s move replaces the 2015 capital rulebook, which had been widely criticised as outdated in a fast-evolving financial landscape. It also builds on the Commission’s recent efforts to formalise the regulation of Virtual Asset Service Providers (VASPs) through the Digital Assets Rulebook introduced in 2023. Together, the frameworks point to a future where digital finance must coexist with stricter capital and compliance oversight.
With an 18-month compliance window, the industry faces a deadline of June 30, 2027. By then, Nigeria’s capital market may look leaner, but also significantly stronger.
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