By Bassey Udo
The Securities and Exchange Commission (SEC) on Friday announced the revision of the minimum capital (MC) applicable to all categories of regulated capital market entities in the country.
The decision, the Commission said, was pursuant to its statutory mandate under the Investments and Securities Act, 2025 to regulate and develop the Nigerian capital market.
The revised circular published on the Commission’s official website applies to all entities regulated by the SEC, 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); andCommodity market intermediaries.
The Director General of SEC, Dr Emomotimi Agama, said the review was necessary to strengthen market resilience, enhance investor protection, align capital adequacy with the evolving risk profile of market activities, and ensure that regulated entities possess sufficient financial capacity to discharge their obligations in a sustainable manner
Under the revised Minimum Capital, the Commission said market operators performing core regulated functions, like Brokerage Services, which had a minimum capital of N200m since 2015, would now have N600m as minimum capital; Dealers N1b, from N100m, while Broker-Dealer, in terms of client execution, proprietary trading, margin/securities lending and advisory services, which had N30m minimum capital, would now have N2b as minimum capital.
Other categories of operators included Sub-Broker (Digital) from N10m to N100m; Sub-Broker (Corporate) from N10m. to N50m; Sub-Broker (Individual) from N2m to N10m, and Inter-Dealer Broker, from N50m. To N2b.
For Fund/Portfolio Management Services firms, the Commission said Tier 1 –Portfolio Managers (Full Scope) would raise their minimum capital from N150m to N5b, same as management of collective Investment Schemes (CIS) and Alternative Investment Funds (Private Equity, Venture Capital, Infrastructure Funds etc.) above ₦20b Net Asset Value (NAV) as well as Discretionary and Non-Discretionary Private Portfolio Management Services above ₦20b Assets under Management (AuM).
The Commission said exposure to foreign instruments up to 40% of the NAV and Fund and Portfolio Manager with NAV/AuM of more than ₦100b should have a minimum of 10% of the NAV/AuM as capital, or raise their capital from N150m to N5b.
Tier 2 –Fund/Portfolio Managers (Limited Scope), the Commission, said would have their capital raised from N150m to N2b, same for management of CIS with limited pooled fund creation of not more than 10 times which requires capital (₦20b) on Net Asset Value (NAV); Discretionary and Non-Discretionary Private Portfolio Management Services of not more than ₦20b.
Exposure to foreign instruments of not more than 20% of the NAV would raise their capital N150m to N2b.
Tier 3 – Alternative Investment Fund Managers, which include Private Equity Fund Manager, with capital raised from N150m to N500m; Venture Capital Fund Manager, from N20m to N200m.
For non-core regulated entities, the Commission said Issuing House under Tier 1, non-Interest Finance services, Advisory & Arrangement services and no underwriting would review its capital from a minimum of N200m to N2b.
Tier 2 –Issuing House with Underwriting Offers a ‘one-stop-shop’ for issuers, provision underwriting services, Renders, advisory and product development services. From N200m to N7b.
Other categories included Rating Agency, from N150m to N500m; Registrar (N150m to N2.5b); Trustees from N300m to N2b; Underwriters from N200m to N5b; Investment Adviser (Corporate) from N5m to N50m;Investment Adviser (Individual) from N2m to N10m.
In terms of Market Infrastructure, the Commission said Central Counter Party (CCP) would have a minimum capital moved from N5b to N10b; clearing and Settlement Company (CSC) from N200m to N5b; Composite Securities Exchange Trading and Listing of all types of securities, from N500m to N10b; Non-Composite Securities Exchange focusing on a single type of security, commodity or financial product, N500m To N5b; Trade Repository from N100m to N150m.
For Capital Market Consultant (Corporate), the Commission said the minimum capital has been increased from N5m to N25m; Capital Market Consultant (Individual) from N500,000 to N2m; Capital Market Consultant (Partnership) from N2m to N10m; Fintechs Robo Adviser N10m to N100m; Crowd Funding Intermediary Capital mover from N100m to N200m; Providers(AVASPs), which did not have capital base previously now have a minimum capital of N300m; Digital Assets Offering Platform (DAOP), from N500m to N1b; Digital Assets Intermediary (DAI), N500m; Digital Assets Platform Operator (DAPO) (including Token issuers) N500m; Real-world Assets Tokenization and Offering
Platform (RATOP) N1b; Digital Assets Exchange (DAX), from N500m to N2b, and Digital Assets Custodian, from N500m to N2b.
In the Commodity Market Intermediaries category, Collateral Management Company (CMC) in Tier 1 – Local/ Regional Operations now have their minimum capital moved from N50m to N200m, while Tier 2, with National/International reach from N50m to N500m; Commodities Broker/Dealer, from N10m to N50m; Commodities Broker N7m to N30m; Commodities Dealer, from N3m to N20m, and Warehousing Operators, from N50m to N500m.
Other entities, such as Custodian of Securities (Bank) are to have a minimum capital of N200m as prescribed by the Central Bank of Nigeria (CBN), while Non-Bank Custodian will have N50b, in addition to 0.1% of AUC, and Dealing Member Banks N200m as prescribed by the CBN.
Also, Nominee Company, from 0.001 million to N5mm, while Receiving Banker (Banker to an Issue) has N200m.
The SEC said the revised minimum capital framework would not only enhance the financial soundness and operational resilience of market operators and align capital requirements with the scope, complexity, and risk exposure of regulated activities, but would promote market stability and systemic risk mitigation, as well as support innovation and orderly development of new market segments, including digital assets and commodities markets.
The Commission, which said the circular takes effect from the date of publication, said all affected entities were required to comply with the revised Minimum Capital Requirements on or before June 30, 2027.
It warned that entities that fail to meet the prescribed requirements within the stipulated timeline shall be subject to appropriate regulatory sanctions, including suspension or withdrawal of registration, as may be determined by the Commission.
The Commission made provision for a transitional arrangement for the affected entities, pointing out that on a case-by-case basis, applications may be considered to provide detailed guidance on compliance modalities and capital verification processes issued separately.
