BREAKING: SEC Raises Capital Thresholds Across Nigeria’s Capital Market

Nigeria’s Securities and Exchange Commission has announced a sweeping overhaul of capital requirements for operators across the capital market, marking the most significant regulatory shift in over a decade.

The revised framework, released by the Commission, replaces the capital structure that had been in place since 2015 and sets June 30, 2027, as the deadline for full compliance. Regulators say the changes are designed to strengthen market stability, eliminate weakly capitalised firms, and encourage stronger governance standards across the industry.

Under the new rules, operators spanning brokerage, dealing, fund management, issuing houses, market infrastructure, and digital asset services will be subject to substantially higher capital thresholds.

Stockbroking firms will now be required to maintain a minimum capital base of ₦600 million, up from the previous ₦200 million. Capital requirements for dealers have risen sharply to ₦1 billion, while firms operating as broker-dealers face a new threshold of ₦2 billion, reflecting their broader exposure to trading, execution, and lending activities.

Fund and portfolio management firms will operate under a tiered structure linked to assets under management. Firms managing large portfolios will be required to hold significantly higher capital, with the largest managers expected to maintain capital equivalent to a percentage of the assets they oversee. Private equity and venture capital firms are also affected, with revised minimum capital floors now in place.

Issuing houses have seen some of the steepest adjustments. Firms offering full underwriting services must now maintain several billions of naira in capital, while advisory-only issuing houses are subject to lower, but still elevated, thresholds. Trustees, registrars, and underwriters have also been brought under stricter capital rules.

Market infrastructure institutions are required to hold the highest capital buffers under the new framework. Exchanges, clearinghouses, and central counterparties are expected to maintain multibillion-naira capital bases, underscoring the regulator’s focus on safeguarding systemically important institutions within the capital market.

Digital asset operators, previously operating with limited regulatory clarity, have now been fully incorporated into the capital framework. Digital exchanges, custodians, tokenisation platforms, intermediaries, and robo-advisory services are all subject to defined capital requirements, signalling a shift toward stricter oversight of technology-driven financial services.

Regulators say the revised rules are expected to trigger consolidation across the industry, as smaller firms assess their ability to meet the higher thresholds. Some operators may pursue mergers, seek fresh investment, scale down operations, or exit the market altogether.

Despite the potential reduction in the number of market participants, the Commission believes the outcome will be a more resilient capital market populated by firms with stronger balance sheets and improved governance structures.

For investors, the changes are expected to enhance protection, as better-capitalised firms are generally more capable of absorbing market shocks and safeguarding client assets. For the market as a whole, the reforms signal a deliberate move toward depth, stability, and long-term sustainability.

Operators have an 18-month transition period to meet the new requirements. By the end of the implementation window, Nigeria’s capital market landscape is expected to be leaner, more regulated, and structurally stronger.