The move is anchored on the Commission’s mandate under the Investments and Securities Act, 2025, and is aimed at strengthening the resilience, stability, and long-term sustainability of Nigeria’s capital market.
The Securities and Exchange Commission (SEC) of Nigeria has issued Circular No. 26-1 dated January 16, 2026, announcing a comprehensive revision of Minimum Capital (MC) requirements for all regulated capital market entities. The move is anchored on the Commission’s mandate under the Investments and Securities Act, 2025, and is aimed at strengthening the resilience, stability, and long-term sustainability of Nigeria’s capital market.
According to the SEC, the review of minimum capital thresholds is driven by the need to enhance investor protection, align capital adequacy with the evolving risk profile of market activities, and ensure that regulated entities possess sufficient financial capacity to meet their obligations. The Commission noted that the revised framework also reflects emerging market realities, including the growth of digital assets, fintech solutions, and commodity markets.
The revised Minimum Capital framework seeks to improve the financial soundness and operational resilience of market operators, better align capital requirements with the scope and complexity of regulated activities, and promote overall market stability and systemic risk mitigation. In addition, the framework is designed to support innovation and the orderly development of new market segments without compromising market integrity.
The Circular applies broadly to all SEC-regulated entities, including core and non-core capital market operators, market infrastructure institutions, capital market consultants, fintech operators, Virtual Asset Service Providers (VASPs), and commodity market intermediaries. This expansive scope underscores the Commission’s intention to ensure uniform prudential standards across the entire capital market ecosystem.
Under the revised regime, significant increases have been introduced across several categories. For example, broker-dealers, inter-dealer brokers, and portfolio managers will now face substantially higher capital thresholds, particularly for full-scope fund and portfolio managers with large assets under management. Market infrastructure institutions such as securities exchanges, clearing and settlement companies, and central counterparties are also subject to higher minimum capital requirements to reflect their systemic importance.
The Circular introduces clearer capital structures for fintechs and virtual asset service providers, including digital asset exchanges, custodians, tokenization platforms, and digital asset intermediaries. These provisions formally integrate digital assets into the regulatory capital framework, signaling the SEC’s intent to strengthen oversight while supporting innovation in the digital finance space.
Commodity market intermediaries, including collateral management companies, commodities brokers and dealers, and warehousing operators, are similarly affected by the revised requirements, with tiered capital thresholds based on the scale and geographic scope of operations.
All affected entities are required to fully comply with the revised Minimum Capital Requirements by 30 June 2027. The SEC warned that failure to meet the requirements within the stipulated timeline may result in regulatory sanctions, including suspension or withdrawal of registration. However, the Commission noted that transitional arrangements may be considered on a case-by-case basis, with additional compliance guidance to be issued separately.
The Circular takes immediate effect from the date of publication, reinforcing the SEC’s commitment to building a more robust, resilient, and future-ready Nigerian capital market.
