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Nigeria’s Securities and Exchange Commission (SEC) has unveiled a sweeping revision of minimum capital requirements for operators in the country’s capital market, significantly raising thresholds across multiple categories, including stockbrokers, dealers, fund managers, issuing houses, and digital asset firms.
In a circular released on Friday, the regulator announced that the new capital framework will replace the 2015 structure. Market operators have been given an 18-month transition period, with full compliance required by June 30, 2027.
Under the revised rules, stockbrokers are now required to maintain a minimum capital base of ₦600 million, while dealers must hold ₦1 billion. Firms operating as broker-dealers face a higher threshold of ₦2 billion, reflecting their broader risk exposure and expanded operational scope.
For fund managers, the SEC has introduced a tiered capital regime. Large fund management firms may be required to hold up to ₦5 billion, while firms managing assets above ₦100 billion must now retain 10 per cent of assets under management (AuM) as capital.
The framework also brings digital asset operators fully within the regulatory net. Under the new rules, digital asset exchanges and custodians are required to maintain a minimum capital base of ₦2 billion, reinforcing the SEC’s push for stronger oversight of Nigeria’s growing digital assets and crypto ecosystem.
Additional provisions apply to other market participants. Private equity fund managers must now hold at least ₦150 million, while managers of Collective Investment Schemes (CIS) and Alternative Investment Funds—including private equity, venture capital, and infrastructure funds—with net asset values exceeding ₦20 billion face stricter capital requirements.
Similarly, portfolio managers with assets under management above ₦100 billion are required to maintain capital equivalent to 10 per cent of NAV or AuM. Smaller Tier-2 fund and portfolio managers, operating within limited mandates, will be subject to lower thresholds aligned with their NAV size and pooled fund creation limits.
Explaining the regulatory basis for the changes, the SEC stated:
“Pursuant to its statutory mandate under the Investments and Securities Act, 2025, to regulate and develop the Nigerian capital market, the Commission hereby issues this circular on the revision of minimum capital applicable to all categories of regulated capital market entities.”
Industry reaction
Market stakeholders say the announcement, while significant, was largely anticipated. Analysts note that the extended compliance window is likely to trigger a new phase of recapitalisation efforts, mergers and acquisitions, licence downgrades, and increased competition within the sector.
David Adonri, Analyst and Vice Executive Chairman at High Cap Securities Limited, described the move as expected but substantial.
“It is not a surprise as it has been on the burner. The increase in minimum capital requirement for capital market operators is very colossal. The Association of Stockbroking Houses of Nigeria (ASHON) is preparing a unified response on behalf of stockbroking firms,” he said.
Also commenting, Tajudeen Olayinka, a Chartered Stockbroker and Investment Banker, welcomed the development, noting its alignment with the evolving demands of the market.
“I see it as a good development, considering the fact that market operators need to be adequately capitalised to deal with the exigencies of our time. Securities dealing and issuances are now largely technology-driven and require strong human and technical capacity. To support a one-trillion-dollar economy, the capital market must be robust and future-ready,” he said.
The revised capital framework marks a major regulatory shift, signalling the SEC’s intent to strengthen market resilience, enhance investor protection, and position Nigeria’s capital market to support long-term economic growth in an increasingly digital and competitive global financial landscape.
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