SEC Tightens Capital Rules for Brokers, Fund Managers, and Digital Asset Firms to Bolster Market Resilience and Governance
csrreporters 
Nigeria’s Securities and Exchange Commission (SEC) has announced a sweeping overhaul of capital requirements for brokers, fund managers, fintech firms, and digital asset operators, signaling a major move toward stronger market resilience, investor protection, and responsible industry governance. The revised framework, detailed in a circular released on January 16, 2026, replaces the 2015 capital regime and gives affected firms until June 30, 2027, to comply.
The new rules are designed to weed out undercapitalised players while encouraging firms with strong governance, scale, and strategic foresight. Brokers now face a threefold increase in minimum capital from N200 million to N600 million while dealers must maintain N1 billion.
Broker-dealers, which perform multiple capital market functions, face the steepest rise, moving from N300 million to N2 billion.
Fund and portfolio managers are subject to a tiered structure. Large managers overseeing assets above N20 billion must maintain N5 billion in capital, mid-tier managers N2 billion, and private equity or venture capital firms N500 million and N200 million respectively. Extremely large managers with over N100 billion in assets under management must now hold capital equal to at least 10 percent of their assets.
The digital asset sector, which previously operated in regulatory uncertainty, is now fully integrated into the capital framework. Exchanges and custodians are required to maintain N2 billion each, tokenisation platforms and intermediaries N500 million to N1 billion, while lower risk operators such as robo-advisers must hold N100 million. This represents a clear regulatory signal that innovation is welcome, but only when underpinned by financial and operational resilience.
Issuing houses and market infrastructure players face the highest obligations. Full-service underwriters now require N7 billion, advisory only houses N2 billion, and registrars, trustees, and underwriters must maintain floors of N2.5 billion, N2 billion, and N5 billion respectively. Composite exchanges and central counterparties are required to maintain N10 billion, while clearinghouses require N5 billion. Even individual investment advisers, traditionally low-capital operations, must meet a N10 million threshold.
The SEC emphasises that the focus is on compliance and alignment rather than introducing entirely new obligations. Firms are being given time to adapt strategically, whether through capital mobilisation, operational consolidation, or partnerships. The overarching goal is to strengthen systemic stability, reduce market risks, and encourage a well-governed, resilient capital market ecosystem that protects investors while supporting sustainable business operations.
For smaller and medium-sized market operators, these new rules will necessitate careful planning and possibly collaboration to remain competitive. By tying market participation to robust capital, the SEC is reinforcing the principle that financial stability, good governance, and long-term sustainability are now prerequisites for operating in Nigeria’s evolving capital markets.
This regulatory shift signals a broader trend in Nigerian financial oversight one where investor protection, systemic resilience, and responsible corporate behaviour are increasingly embedded into the market’s DNA, aligning with ESG and CSR principles that prioritize accountability, transparency, and sustainable growth.