Securities and Exchange Commission Nigeria has issued a directive requiring all capital market operators (CMOs) to submit board-approved recapitalisation or licence downgrade plans within six weeks, reinforcing a sweeping reform of the industry. The announcement was included in revised minimum capital guidelines released on March 18, 2026.
The move compels operators to reassess their financial strength, operational models, and long-term sustainability under stricter capital thresholds. According to the Commission, implementation plans must include current capital position, minimum requirements, funding strategy, risk considerations, and governance structure.
“All CMOs are required to submit their recapitalisation or downgrade plans within six weeks, with clear timelines and execution strategies,” the SEC stated. “Operators that fail to provide credible plans risk sanctions, including licence restrictions and regulatory delays under the ISA 2025 framework. Pending applicants are not exempt, and applications older than 12 months will lapse and require fresh filings.”
The directive applies across all categories, including brokers, dealers, fund managers, custodians, exchanges, and digital asset operators, underscoring the urgency of compliance.
The SEC recently raised minimum capital requirements across the market:
– Broker-dealers: N2 billion, up from N300 million
– Dealers: N1 billion, up from N100 million
– Registrars: N2.5 billion, up from N150 million
– Underwriters and clearing firms: N5 billion
– Composite exchanges: N10 billion
The Commission emphasised that recapitalisation is a structural, long-term reform designed to strengthen market resilience and align Nigeria with global standards. Operators unable to meet new thresholds may need to downgrade licences, exit certain market segments, or specialise in niche operations.
The reforms, framed under the Investments and Securities Act 2025, prioritise financial resilience, investor protection, and systemic stability. Analysts say the exercise will likely consolidate the market, concentrating activity among fewer but stronger institutions, while raising entry barriers for new players.
Ultimately, Nigeria’s capital market recapitalisation represents one of the most significant reforms in over a decade, aiming to create a more robust and globally competitive financial system.
