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Introduction
The Securities and Exchange Commission (SEC) has issued Circular No. 26-1 dated 16 January 2026, revising the Minimum Capital (MC) requirements for all categories of regulated capital market entities in Nigeria. The Circular reflects a significant upward review of capital thresholds and underscores the SEC's focus on market stability, investor protection, and innovation in emerging segments such as fintech and digital assets.
Key Objectives of the Revision
The revised MC framework is intended to:
- Strengthen market resilience and operational stability of market operators.
- Enhance investor protection through adequate capitalization.
- Align capital adequacy with the evolving risk profile of regulated activities.
- Support innovation and orderly development in fintech, digital assets, and commodities markets.
Revised Minimum Capital Requirements (MCR) for FinTech Operators:1
| Entity | Previous MCR | Revised MCR |
|---|---|---|
| Robo-Advisers | ₦10 million | ₦100 million |
| Crowdfunding Intermediaries | ₦100 million | ₦200 million |
Revised Minimum Capital Requirements (MCR) for Virtual Asset Service Providers (VASPs):
| Entity | Revised MCR |
|---|---|
| Ancillary Virtual Asset Service Providers (AVASPs) | ₦300 million |
| Digital Assets Offering Platforms (DAOPs) | ₦1 billion |
| Digital Asset Intermediaries (DAIs) | ₦500 million |
| Real-World Assets Tokenization & Offering Platforms (RATOPs) | ₦1 billion |
| Digital Assets Exchanges (DAXs) | ₦2 billion |
| Digital Assets Custodians | ₦2 billion |
Note: Several categories that were previously unregulated for capital are now subject to defined thresholds, reflecting the SEC's focus on oversight and risk management.
Compliance Timeline
- All affected entities must comply by 30 June 2027.
- Non-compliance may result in regulatory sanctions, including suspension or withdrawal of registration.
- Transitional arrangements may be considered on a case-by-case basis upon application.
Action Points for FinTechs and VASPs
- Assess Capital Gap: Compare current paid-up capital with revised thresholds.
- Plan Recapitalization or Restructuring: Consider capital injection, restructuring, mergers, or scope limitation where necessary.
- Strategic Planning: Early engagement and regulatory consultation are critical to avoid operational disruption.
- Engage SEC Proactively: Entities with ongoing or pending registration applications should confirm how the new thresholds impact their applications and whether interim measures are required.
- Monitor Further Guidance: The SEC may issue additional directions on compliance procedures and capital verification.
Conclusion:
This Circular represents one of the most significant capital market regulatory changes in recent years. Early action is essential to ensure compliance, maintain market access, and position your business for sustainable growth in Nigeria's evolving capital market landscape.
Footnote
1. The increases raise entry and operating thresholds and may require recapitalization or restructuring for existing operators.
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.
