SEC unveils major capital market reform, hikes operators' capital

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Nigeria’s Securities and Exchange Commission (SEC) has announced a sweeping review of minimum capital requirements for most capital market operators, in what regulators describe as the most far-reaching reform of the sector since 2015.

The changes, outlined in a circular issued on January 16, 2026, obtained from its website on Friday, replace the previous regime and give market operators until June 30, 2027, to comply.

The SEC stated that the reforms aim to strengthen market resilience, enhance investor protection, discourage undercapitalised operators, and align capital adequacy with the evolving risk profile of market activities.

According to the circular, “The revised framework applies to brokers, dealers, fund managers, issuing houses, fintech firms, digital asset operators, and market infrastructure providers.”

Key highlights include:

Brokers: Minimum capital increased from N200 million to N600 million.

Dealers: Raised to N1 billion from N100 million.

Broker-dealers: Jump from N300 million to N2 billion, reflecting multi-role exposure across trading, execution, and margin lending.

Fund and portfolio managers: Tiered requirements; managers with assets above N20 billion must hold N5 billion, while mid-tier managers must maintain N2 billion.

Private equity and venture capital firms: N500 million and N200 million, respectively.

Dynamic rule: Firms managing assets above N100 billion must hold at least 10% of assets under management as capital.

“Digital asset firms, previously in a regulatory grey area, are now fully covered: digital exchanges and custodians must maintain N2 billion each, while tokenisation platforms and intermediaries face thresholds of N500 million to N1 billion. Robo-advisers must hold N100 million.

“Other segments are also affected: issuing houses offering full underwriting services must hold N7 billion, advisory-only firms N2 billion, registrars N2.5 billion, trustees N2 billion, underwriters N5 billion, and individual investment advisers N10 million. Market infrastructure providers carry some of the highest obligations, with composite exchanges and central counterparties required to maintain N10 billion each, and clearinghouses N5 billion,” the SEC added.

Analysts expect the new capital thresholds to trigger consolidation in the industry, as smaller firms may downscale, merge, or exit. The SEC anticipates that fewer, but stronger and better-governed firms, will enhance investor protection and strengthen systemic stability in the market.

With the 18-month transition period leading to the June 30, 2027, compliance deadline, the SEC’s move signals a strategic shift toward a leaner, better-capitalised, and more resilient Nigerian capital market.