Nigeria’s Securities and Exchange Commission (SEC) has reviewed and increased the minimum capital requirements for entities operating in the capital market, with full compliance expected on or before June 30, 2027.
The Commission said the new framework applies to all regulated entities and reflects changes in market structure, product range, and risk exposure across the industry. Operators that fail to meet the revised benchmarks within the stipulated timeline risk sanctions, including suspension or withdrawal of registration.
According to the SEC, the review is aimed at strengthening market resilience, improving investor protection, aligning capital adequacy with evolving risks, and ensuring that operators have the financial capacity to meet their obligations in a sustainable manner.
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Purpose of the revised framework
The SEC said the revised minimum capital framework seeks to enhance the financial soundness and operational resilience of market operators. It is also designed to align capital requirements with the scope, complexity, and risk exposure of regulated activities, while supporting market stability and systemic risk mitigation.
The Commission added that the changes are intended to support innovation and the orderly development of new market segments, including digital assets and commodities markets, which now form a growing part of Nigeria’s capital market landscape.
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Brokerage and dealing services
Under the new benchmarks, brokers providing client execution services will be required to raise their capital from N200 million to N600 million by 2027. Dealers engaged in proprietary trading will move from N100 million to N1 billion.
Broker-dealers offering combined services, including client execution, proprietary trading, margin and securities lending, and advisory services, will be required to meet higher thresholds depending on their operating scope.
Sub-brokers will also see increases. Digital sub-brokers will need N2 billion, up from N300 million, while corporate sub-brokers will move from N10 million to N100 million. Individual sub-brokers will be required to raise capital from N10 million to N50 million.
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Fund and portfolio management
The SEC introduced a tiered structure for fund and portfolio managers. Tier 1 managers, with assets above N20 billion and foreign exposure of up to 40 percent, will see their minimum capital rise from N150 million to N5 billion. The Commission noted that any fund or portfolio manager with assets above N100 billion must maintain capital equivalent to at least 10 percent of its NAV or AuM.
Tier 2 managers, operating within a more limited scope, will be required to hold N2 billion, up from N150 million. Alternative investment fund managers will also be affected, with private equity fund managers required to raise capital to N500 million, and venture capital fund managers to N200 million.
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Issuing houses and other non-core functions
Issuing houses will be classified into two tiers. Tier 1 issuing houses without underwriting will be required to meet a N2 billion benchmark, while Tier 2 issuing houses offering underwriting and operating as a ‘one-stop-shop’ for issuers will need N7 billion.
Registrars will be required to raise capital from N150 million to N2.5 billion, while trustees will move from N300 million to N2 billion. Underwriters will see their minimum capital increase to N5 billion.
Investment advisers will also face higher thresholds, with corporate advisers required to hold N50 million and individual advisers N10 million.
Market infrastructure and digital assets
Key market infrastructure institutions will see major increases. Central Counter Parties (CCPs) will be required to hold N10 billion, while clearing and settlement companies will move to N5 billion.
Digital asset operators will, for the first time, be brought under clear capital benchmarks. Digital Assets Exchanges (DAX) and Digital Assets Custodians will each be required to maintain N2 billion. Platforms involved in token issuance, custody, and real-world assets tokenisation will face requirements ranging from N300 million to N1 billion.
Compliance and enforcement
The SEC warned that failure to meet the new requirements by June 30, 2027, will attract regulatory action. The Commission said the measures are necessary to protect investors and maintain confidence in Nigeria’s capital market at a time of change and expansion.
By setting clear benchmarks and timelines, the SEC said it expects operators to plan early, strengthen their balance sheets, and position themselves for long-term participation in the market.
