HIGHER CAPITAL THRESHOLDS AND NEW VASP LICENCES: KEY TAKEAWAYS FROM THE NIGERIAN SECURITIES AND EXCHANGE COMMISSION’S JANUARY 2026 CIRCULAR
BY ADERONKE ALEX-ADEDIPE AND OMODELE FATODU
Introduction
In January 2026, the Nigerian Securities and Exchange Commission (the “Commission”) issued a circular that significantly increased the minimum capital requirements for Capital Market Operators (CMOs). The Commission has highlighted that these changes are intended to strengthen market resilience, protect investors, ensure capital adequacy reflects the risks of market activities, and confirm that regulated entities have sufficient financial capacity to meet their obligations sustainably.
Key Changes to Capital Requirements
The revised capital requirements introduce substantial increases across most operator categories. The circular further states that the Commission will issue further detailed guidance to capital market operators on compliance and capital verification processes. In addition, the Commission has also introduced several new Virtual Asset Service Provider (VASP) license categories, reflecting the growing prominence of digital finance and fintech activities in Nigeria’s capital markets. The newly introduced categories are:
- Ancillary Virtual Asset Service Providers (AVASPs)
- Digital Assets Intermediaries (DAIs)
- Digital Assets Platform Operators (DAPOs); and
- Real‑World Assets Tokenization and Offering Platforms (RATOPs).
The formal inclusion of these new VASP license categories classes highlights an area where further regulatory clarity will be required. The circular does not expressly identify the types of activities that fall within each of the newly introduced VASP categories. In practice, this indicates that the Commission is likely to issue further directives, guidelines, and compliance requirements to clarify the scope, licensing thresholds, and compliance obligations applicable to operators who fall within these new categories. To provide a clear view of the changes, we have summarised some capital market operator license categories alongside the newly introduced VASP license categories in the table below:
| OPERATOR CATEGORY | PREVIOUS MINIMUM CAPITAL | NEW MINIMUM CAPITAL | % INCREASE |
| Brokers (client execution) | 200% | ||
| Dealers (proprietary trading) | 900% | ||
| Broker-Dealers | 567% | ||
| Full-Scope Portfolio Mangers | 3,233% | ||
| Limited-Scope Portfolio Managers | 1,233% | ||
| Robo-Advisers | 900% | ||
| Ancillary Virtual Asset Providers | New | New | |
| Digital Assets Intermediaries | New | New | |
| Digital Asset Platform Operators | New | New | |
| Real-World Assets Tokenisation Platforms | New | New |
Implications for Market Operators
The substantial increases in minimum capital requirements carry significant implications for market operators. Operators will need to review and potentially adjust their capital structures, raise additional funds where necessary, and explore partnerships or restructuring strategies to meet the new thresholds. Non-compliance could result in suspension or withdrawal of registration, making proactive planning essential. The Commission has provided an 17-month transitional period, giving operators until June 30, 2027, to comply with the new thresholds.
Conclusion
The Commission’s 2026 capital requirement revision is a significant development for Nigeria’s capital markets. Operators must assess their capital adequacy and compliance strategies, not only to meet higher capital thresholds, but also to prepare for potential upcoming directives relating to the newly introduced VASP categories.
