The Securities and Exchange Commission (SEC) has announced a revision of the minimum capital requirements for all categories of capital market operators.
The commission said in a circular issued on Friday that the decision was driven by the need to improve market resilience and strengthen investor protection.
The regulator explained that the revised capital framework is intended to better align capital thresholds with the scope, complexity, and risk exposure of regulated activities.
SEC added that the review also seeks to promote market stability, mitigate systemic risks, and support innovation as well as the orderly development of emerging segments such as digital assets and commodities markets.
“This circular applies to all entities regulated by the commission, including but not limited to core and non-core capital market operators; market infrastructure institutions; capital market consultants; financial technology (FinTech) operators; virtual Asset Service Providers (VASPs); and commodity market intermediaries,” the commission said.
Brokerage, fund management, digital assets affected
The SEC disclosed that minimum capital requirements for brokerage services have been substantially increased under the new framework.
It said brokers providing client execution services must now maintain N600 million, compared to the previous N200 million requirement.
The commission added that dealers engaged solely in proprietary trading are now required to hold N1 billion in capital, up from N100 million.
According to the regulator, broker-dealers offering combined services such as execution, margin lending, and advisory will now need N2 billion, compared to the former N300 million threshold.
The SEC further stated that inter-dealer brokers are now required to maintain N2 billion in minimum capital, up from N50 million previously.
For fund and portfolio management, the commission said tier-one portfolio managers with assets exceeding N20 billion must now hold N5 billion, compared to N150 million previously.
It added that tier-two portfolio managers will be required to maintain N2 billion under the revised framework.
The regulator disclosed that private equity fund managers must now maintain N500 million, while venture capital fund managers will be required to hold N200 million.
The SEC said issuing houses without underwriting services will now require N2 billion in capital, while those offering underwriting must maintain N7 billion, up from the previous N200 million requirement.
It added that registrars are now required to maintain N2.5 billion, while rating agencies must hold N500 million, compared to N150 million previously.
The commission stated that trustees are now required to maintain N2 billion in capital, while underwriters must meet a N5 billion threshold.
It added that corporate investment advisers are now required to maintain between N5 million and N50 million, while individual investment advisers must hold between N2 million and N10 million.
The SEC said market infrastructure institutions were also affected, with central counterparties now required to maintain N10 billion, clearing and settlement companies N5 billion, and composite securities exchanges N10 billion.
For digital asset operators, the commission introduced new thresholds, stating that digital asset exchanges and custodians must each maintain N2 billion, while digital asset offering platforms will require N1 billion.
The regulator added that fintech operators such as robo-advisers must now hold N100 million, up from N10 million, while crowdfunding intermediaries will require N200 million instead of N100 million.
The SEC said commodity market intermediaries will also face higher capital requirements, with warehousing operators required to maintain up to N500 million.
It added that collateral management companies operating nationally or internationally must now hold N500 million, compared to the previous N50 million threshold.
According to the commission, capital market consultants will now be required to maintain N25 million for corporate entities, up from N5 million.
It added that individual consultants must now hold N2 million instead of N500,000, while partnerships will require N10 million, up from N2 million.
The SEC said transitional arrangements may be granted on a case-by-case basis where justified, adding that detailed guidance on compliance and capital verification will be issued separately.
It noted that the circular takes immediate effect and was issued pursuant to its statutory mandate under the Investments and Securities Act, 2025, to regulate and develop Nigeria’s capital market.
The commission directed all affected entities to comply with the revised requirements on or before June 30, 2027, warning that failure to do so may result in sanctions, including suspension or withdrawal of registration.
