INTRODUCTION
On 16 January 2026, the Securities and Exchange Commission (SEC) issued Circular No. 26-1, introducing revised Minimum Capital Requirements (MCR) for all regulated capital market entities in Nigeria. Issued pursuant to the Commission’s statutory mandate under the Investments and Securities Act, 2025, the Circular marks a significant departure from the capital regime that has been in place since 2015.
The updated framework reflects the SEC’s response to evolving market dynamics, including shifts in market structure, inflationary pressures, heightened risk exposure, and the development of new market segments such as fintech and digital asset operations.
SCOPE OF APPLICATION
The Circular has broad applicability across the Nigerian capital market, extending to all categories of entities regulated by the Securities and Exchange Commission (SEC). This includes both core and non-core capital market operators, market infrastructure institutions, capital market consultants, fintech entities, virtual asset service providers (VASPs), and commodity market intermediaries.
By adopting such an expansive scope, the SEC underscores its intent to strengthen market stability and ensure a uniformly resilient regulatory environment across traditional, technology-driven, and commodity-based activities.
In furtherance of this objective, the Circular introduces a comprehensive overhaul of the existing capital framework. These new requirements tailored to reflect the risk exposure, operational scale and market impact of each category of regulated entity are set out in the table below.
A) CORE REGULATED FUNCTIONS
BROKERAGE SERVICES
| Regulated Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| Broker (client execution only) | 200.00 million | 600 million |
| Dealer (proprietary trading only) | 100.00 million | 1.00 billion |
| Broker-Dealer | 300.00 million | 2.00 billion |
| Sub-Broker (Digital) | 10.00 million | 100.00 million |
| Sub-Broker (Corporate) | 10.00 million | 50.00 million |
| Sub-Broker (Individual) | 2.00 million | 10.00 million |
| Inter-Dealer Broker | 50.00 million | 2.00 billion |
FUND / PORTFOLIO MANAGEMENT SERVICES
Tier 1 – Portfolio Managers (Full Scope)
2015 MC: 150.00 million → Revised MC: 5.00 billion
Tier 2 – Fund/Portfolio Managers (Limited Scope)
2015 MC: 150.00 million → Revised MC: 2.00 billion
Tier 3 – Alternative Investment Fund Managers:
| Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| Private Equity Fund Manager | 150.00 million | 500.00 million |
| Venture Capital Fund Manager | 20.00 million | 200.00 million |
NON-CORE REGULATED FUNCTIONS
| Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| Issuing House Tier 1 | 200.00 million | 2.00 billion |
| Issuing House Tier 2 | 200.00 million | 7.00 billion |
| Rating Agency | 150.00 million | 500 million |
| Registrar | 150.00 million | 2.5 billion |
| Trustees | 300.00 million | 2.00 billion |
| Underwriters | 200.00 million | 5.00 billion |
| Investment Adviser (Corporate) | 5.00 million | 50.00 million |
| Investment Adviser (Individual) | 2.00 million | 10.00 million |
MARKET INFRASTRUCTURE
| Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| Central Counter Party (CCP) | 5.00 billion | 10.00 billion |
| Clearing & Settlement Company | 200.00 million | 5.00 billion |
| Composite Securities Exchange | 500.00 million | 10.00 billion |
| Non-Composite Securities Exchange | 500.00 million | 5.00 billion |
| Trade Repository | 100.00 million | 150.00 million |
CONSULTANTS
| Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| Corporate Consultant | 5.00 million | 25.00 million |
| Individual Consultant | 0.5 million | 2.00 million |
| Partnership Consultant | 2.00 million | 10.00 million |
FINTECHS
| Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| Robo Adviser | 10.00 million | 100.00 million |
| Crowdfunding Intermediary | 100.00 million | 200.00 million |
VIRTUAL ASSET SERVICE PROVIDERS
| Entity | Revised MC (₦) |
|---|---|
| AVASPs | 300.00 million |
| DAOP | 1.00 billion |
| DAI | 500.00 million |
| DAPO | 500.00 million |
| RATOP | 1.00 billion |
| DAX | 2.00 billion |
| Digital Assets Custodian | 2.00 billion |
COMMODITY MARKET INTERMEDIARIES
| Entity | 2015 MC (₦) | Revised MC (₦) |
|---|---|---|
| CMC Tier 1 | 50.00 million | 200.00 million |
| CMC Tier 2 | 50.00 million | 500.00 million |
| Commodities Broker/Dealer | 10.00 million | 50.00 million |
| Commodities Broker | 7.00 million | 30.00 million |
| Commodities Dealer | 3.00 million | 20.00 million |
| Warehousing Operators | 50.00 million | 500.00 million |
OTHER ENTITIES
| Entity | Revised MC |
|---|---|
| Custodian of Securities (Bank) | As prescribed by CBN |
| Non-Bank Custodian | 50.00 billion + 0.1% AUC |
| Dealing Member Banks | As prescribed by CBN |
| Nominee Company | 5 million |
| Receiving Banker | N/A |
COMPLIANCE TIMELINE AND TRANSITIONAL ARRANGEMENTS
The Circular requires all affected entities to comply with the revised Minimum Capital Requirements on or before 30 June 2027. The SEC has indicated that it may consider transitional arrangements on a case-by-case basis where justified. However, entities that fail to meet the new requirements within the stipulated timeline risk regulatory sanctions, including suspension or withdrawal of registration.
REGULATORY AND MARKET IMPLICATIONS
The revised capital framework is expected to reshape the Nigerian capital market landscape. Smaller operators may need to recapitalize, merge, or adjust the scope of their licenses, while stronger firms are likely to consolidate their market position.
For Fintech and Digital Asset Operators, the Circular signals a clear regulatory commitment to innovation, balanced with robust risk management and investor protection.
CONCLUSION
The SEC’s Revised Minimum Capital Requirements Circular represents a decisive step toward a stronger, more resilient, and future-oriented capital market. Beyond reinforcing regulatory standards, the updated framework provides Capital Market Operators with a clearer operating environment that better aligns capital thresholds with risk exposure, operational scale and the evolving innovation landscape.
For Operators, the new requirements, though demanding, create opportunities for enhanced competitiveness, deeper market participation, and long-term institutional stability. By strengthening capital buffers across the industry, the Commission has laid a foundation that supports sustainable market growth, bolsters investor confidence and promotes more effective oversight across both traditional capital market activities and emerging digital and technology-driven segments.
