SEC Raises Minimum Capital Requirements: What Capital Market Operators Must Do Before June 2027
Date of Circular: 15 January 2026
Compliance Deadline: 30 June 2027
The Securities and Exchange Commission (SEC) has issued a Circular revising the Minimum Capital (MC) requirements applicable to regulated capital market entities pursuant to the Investments and Securities Act, 2025. The revised framework significantly increases capital thresholds across multiple operator categories and applies to both existing and new registrants.
While we are aware that there may be further cross-industry engagements between trade associations and the SEC regarding the new thresholds, this alert highlights the key changes most relevant to our clients and outlines the immediate steps required for compliance.
Key Highlights
- The revised MC applies to all SEC-regulated capital market entities, including traditional operators, consultants, fintechs, and virtual asset service providers.
- All affected entities must fully comply with the MC requirements as stipulated in the circular on or before 30 June 2027.
- Failure to comply with the MC capital requirements will result in regulatory sanctions, including suspension or withdrawal of registration.
Revised Minimum Capital Requirements (Selected Categories)
| Brokerage and Dealing | |
| Broker (Client Execution Only) | ₦600 million |
| Dealer (Proprietary Trading Only) | ₦1 billion |
| Broker-Dealer | ₦2 billion |
| Sub-Broker (Digital) | ₦100 million |
| Sub-Broker (Corporate) | ₦50 million |
| Inter-Dealer Broker | ₦2 billion |
| Fund and Portfolio Management | |
| Tier 1 Portfolio Manager (Full Scope) | ₦5 billion |
| Tier 2 Fund/Portfolio Manager (Limited Scope) | ₦2 billion |
| Private Equity Fund Manager | ₦500 million |
| Venture Capital Fund Manager | ₦200 million |
| Market Support Services | |
| Registrar | ₦2.5 billion |
| Trustee | ₦2 billion |
| Advisory and Consultancy | |
| Investment Adviser (Corporate) | ₦50 million |
| Investment Adviser (Individual) | ₦10 million |
| Capital Market Consultant (Corporate) | ₦25 million |
| Capital Market Consultant (Individual) | ₦2 million |
| Capital Market Consultant (Partnership) | ₦10 million |
| Financial Technology | |
| Ancillary Virtual Assets Service Providers (AVASPs) | ₦300 million |
| Digital Assets 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 |
| Digital Assets Custodian | ₦2 billion |
What You Should Be Doing Now
Entities affected by the revised MC requirements should take the following steps promptly:
- Confirm your current registration category and compare existing paid-up capital with the revised requirement.
- Obtain a No-Objection from the SEC for an increase in share capital, where necessary.
- Prepare for an increment at the Corporate Affairs Commission (“CAC”).
- Where compliance challenges are anticipated, consider applying for transitional arrangements, which the SEC may grant on a case-by-case basis.
- Ensure full compliance is achieved no later than 30 June 2027.
Effective Date
The revised Minimum Capital Requirements take effect from January 15, 2026. Existing operators are granted a transition period up to 30 June 2027 to comply.
This client alert is for general information purposes only and does not constitute legal or regulatory advice.
