- within Finance and Banking topic(s)
- within Finance and Banking, Consumer Protection and Corporate/Commercial Law topic(s)
- with readers working within the Metals & Mining industries
The Securities and Exchange Commission (SEC) has rolled out a major update to the Minimum Capital Requirements (MCR) for regulated capital market entities, marking an important shift in Nigeria's capital market framework. The update was announced through SEC Circular No. 26-1 dated 16 January 2026, issued pursuant to the Investments and Securities Act, 2025.
According to the SEC, the revised capital framework is intended to strengthen the financial resilience of market operators, enhance investor protection, and better align capital thresholds with the complexity and risk profile of modern market activities, while also supporting the orderly growth of emerging sectors such as digital assets, fintech, and commodities markets. For many operators, these revised thresholds represent a substantial increase from the 2015 requirements and may necessitate careful restructuring, recapitalisation, or proactive regulatory engagement.
Who Is Affected?
The Circular applies to all SEC-regulated capital market entities, including but not limited to:
- Core and non-core capital market operators
- Market infrastructure institutions
- Capital market consultants
- FinTech operators
- Virtual Asset Service Providers (VASPs)
- Commodity market intermediaries
Notably, new and clearer capital benchmarks have been introduced for digital asset platforms, tokenisation models, robo-advisers, crowdfunding intermediaries, and commodity-based operators, underscoring the SEC's intention to future-proof the market.
Wha I t Has Changed?
The revised framework introduces tiered and activity-based capital thresholds across the categories with certain categories, particularly large fund and portfolio managers which are now subject to capital requirements linked to their Assets under Management or Net Asset Value. The SEC has indicated that transitional arrangements may be considered on a case-by-case basis, subject to approval. All affected entities are required to comply no later than 30 June 2027, with failure to meet the prescribed requirements potentially resulting in regulatory sanctions, including suspension or withdrawal of registration.
The new Minimum Capital Requirements are as follows:
| Category | Entity / Role | Revised MCR (₦) |
| Core Regulated Functions – Brokerage | Broker (Client Execution Only) | 600 million |
| Dealer (Proprietary Trading Only) | 1 billion | |
|
Broker-Dealer |
2 billion | |
| Sub-Broker (Corporate) | 50 million | |
| Sub-Broker (Individual) | 10 million | |
| Sub-Broker (Digital) | 100 million | |
| Inter-Dealer Broker | 2 billion | |
| Fund / Portfolio Management | Tier 1 – Portfolio Manager (Full Scope) | 5 billion |
| Tier 2 – Portfolio Manager (Limited Scope) | 2 billion | |
| Private Equity Fund Manager | 500 million | |
| Venture Capital Fund Manager | 200 million | |
| Non-Core Regulated Functions | Issuing House (Tier 1 – No Underwriting) | 2 billion |
| Issuing House (Tier 2 – With Underwriting) | 7 billion | |
| Rating Agency | 500 million | |
| Registrar | 2.5 billion | |
| Trustees | 2 billion | |
| Underwriters | 5 billion | |
| Investment Adviser (Corporate) | 50 million | |
| Investment Adviser (Individual) | 10 million | |
| Market Infrastructure | Central Counterparty (CCP) | 10 billion |
| Clearing & Settlement Company (CSC) | 5 billion | |
| Composite Securities Exchange | 10 billion | |
| Non-Composite Securities Exchange | 5 billion | |
| Trade Repository | 150 million | |
| Consultants | Capital Market Consultant (Corporate) | 25 million |
| Capital Market Consultant (Individual) | 2 million | |
| Capital Market Consultant (Partnership) | 10 million | |
| FinTechs | Robo-Adviser | 100 million |
| Crowdfunding Intermediary | 200 million | |
| Virtual Asset Service Providers (VASPs) | Ancillary Assets Service Providers (AVASPs) | 300 million |
| Virtual Digital Asset Offering Platform (DAOP) | 1 billion | |
| Digital Assets Intermediary (DAI) | 500 million | |
| Digital Assets Platform Operator (DAPO) (including Token issuers) | 500 million | |
| Real-world Assets Tokenization and Offering Platform (RATOP) | 1 billion | |
| Digital Assets Exchange (DAX) | 2 billion | |
| 2 billion | 2 billion | |
| Commodity Market Intermediaries | Collateral Management Co. (Local/Regional) | 200 million |
| Collateral Management Co. (National/International) | 500 million | |
| Commodities Broker/Dealer | 50 million | |
| Commodities Broker | 30 million | |
| Commodities Dealer | 20 million | |
| Warehousing Operators | 500 million | |
| Other Entities | Custodian of Securities (Bank) | 200 million |
| Non-Bank Custodian | 50.00 billion + 0.1% of AUC | |
| Dealing Member Banks | As prescribed by CBN | |
| Nominee Company | 5 million | |
| Receiving Banker (Banker to an Issue) | 200 million |
What Operators Should Be Doing Now
With the effective date already in force, affected entities should begin to: Assess the gap between current capital levels and revised requirements Review business models and licensing categories under the new framework Consider recapitalisation strategies, restructuring options, or regulatory engagements Prepare for capital verification and compliance processes expected to be issued by the SEC.
Our Perspective
This development marks a decisive move toward a more resilient, transparent, and innovation-ready capital market. However, navigating the revised framework will require careful legal and regulatory alignment. We will continue to monitor regulatory guidance issued by the SEC and share practical insights to help market participants stay compliant and strategically positioned.
Should you require tailored guidance on how the revised Minimum Capital Requirements apply to your operations, our team remains available to support you.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
