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NIGERIA CAPITAL MARKET MASTERPLAN 2.0 – POTENTIAL REGULATORY REFORMS TO WATCH

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BY ADERONKE ALEX-ADEDIPE & PROMISE ITAH

Introduction

In October 2026, the Securities and Exchange Commission (“SEC”) published the Nigeria Capital Market MasterPlan 2.0 (“NCMMP 2.0” or “Plan”), a ten-year roadmap (2026–2036) aimed at tripling Nigeria’s capital market value from approximately ₦250 trillion to ₦750 trillion.750 trillion.

The Plan proposes reforms to expand funding opportunities for businesses, diversify investment products, and improve access to the capital market. However, for these reforms to be effective, new rules, administrative actions or legislation will be required.

In this newsletter, we highlight some key proposals under the NCMMP 2.0 and what businesses and investors should watch for as reforms are implemented.

  1. Key Legal and Regulatory Reforms

The NCMMP 2.0 is structured around five pillars, each addressing key areas of capital market development. Some key legal and regulatory reforms proposed under each pillar are discussed below.

a.      Regulatory Clarity, Coordination and Enforcement (Pillar 1)

Pillar 1 targets overlapping rules and fragmented supervision. The SEC notes that multiple agencies such as the SEC, Central Bank of Nigeria (CBN) and other agencies have duplicate processes and inconsistent requirements that increase compliance costs and uncertainty. To address this, the Plan suggests key proposals, including:

  • Unified Regulatory Portal: Establishment of a central digital portal to streamline regulatory filings and approvals across relevant agencies and reduce duplicate submissions.
  • Inter-Agency Coordination: Improve cooperation between regulatory agencies by leveraging on the existing Financial Sector Regulatory Coordinating Committee (FSRCC) (which includes agencies such as the SEC, CBN, Pension Commission and NAICOM), to improve information-sharing and align regulatory efforts. The Plan also proposes a Commodity Market Development Council to coordinate efforts to improve the trading of commodities, such as agricultural produce and solid minerals.
  • Clearer and Consolidated Rules: Review and consolidate existing SEC rules, including established market practices that are not formally documented, and make regulatory requirements easier for businesses and investors to find and understand.
  • More Consistent Tax Treatment: Review the tax treatment of capital market products to reduce differences that may distort investment decisions.
  • Clearer Rules for Warehouse Receipt Financing: Clarify conditions under which banks and other financial institutions should recognise and value electronic warehouse receipts as loan collateral, making it easier for individuals and businesses to use them to secure financing.
  • Stronger Supervision and Enforcement: Introduce risk-based supervision at the SEC, under which the level of regulatory oversight is tailored to each market operator’s risk profile, with higher-risk firms subject to closer scrutiny. The Plan also proposes improved risk assessment and surveillance tools and specialised training for regulatory staff.

b.     Modernising Market InfrastructureModernising Market Infrastructure

Pillar 2 focuses on upgrading trading, clearing, and settlement systems. The SEC considers reliable and transparent market infrastructure essential to a well-functioning capital market. Although Nigeria has exchanges, depositories and clearinghouses, these systems are not fully connected. Currently, brokers and custodians may need separate accounts across platforms, creating inefficiencies and limiting competition. To address these challenges, the Plan proposes:

  • Greater interoperability: Connect trading, clearing and settlement systems to simplify access and reduce duplication across platforms;
  • Improved market data: Enhance market data transparency by making trading information more accessible across platforms and promoting competition among infrastructure providers;
  • Stronger commodity and derivatives markets: Develop commodity and derivatives markets by establishing a nationwide electronic warehouse receipt system, strengthening central counterparties (CCPs), developing the over-the-counter (OTC) derivatives market and encouraging greater foreign participation in local derivatives and repo markets;
  • Improved cybersecurity and resilience: Strengthen cybersecurity and resilience by aligning market infrastructure with relevant international standards, including the Principles for Financial Market Infrastructures (PFMI), and improving operational risk management and stress-testing.

c.      Broadening Issuance and Diversifying Financial Products (Pillar 3)

Pillar 3 aims to expand access to capital and diversify the financial products available to businesses and investors. The Plan proposes a range of reforms, including the following:

  • Government and State Bonds: Encourage the Federal Government to issue bonds with longer repayment periods and improve the buying and selling of existing government bonds. This would help establish reference rates for long-term borrowing. For state governments, the Plan proposes simplifying the process of raising funds through bond issuances, providing guarantees or other forms of credit support to attract investors, and strengthening state debt offices to manage the process;
  • Corporate Debt and Equity: Review the existing ₦15 billion cap on securities issued by private companies, including the option of introducing limits based on the size of the issuer. Other proposals include simplifying shelf registration and reviewing the requirement for two credit ratings for certain corporate bonds;
  • SME Financing: Develop new funding channels through fintech-enabled lending, receivables financing, loan securitisation and a proposed national SME debt fund platform. The Plan also proposes a regulatory framework for private credit and mezzanine funds and a review of crowdfunding and growth-board requirements to make it easier for SMEs to raise capital;
  • Sustainable and Non-Interest Finance: Expand sukuk issuance and strengthen the framework for non-interest finance. The Plan also proposes broader use of green, blue, social and sustainability-linked bonds, supported by post-issuance impact reporting, alongside frameworks for real estate investment trusts (REITs), asset-backed securities and funds targeting sectors such as agriculture, minerals and infrastructure.

d.     Deepening and Diversifying the Investor Base (Pillar 4)

Pillar 4 aims to attract more investment from domestic institutions, retail investors, Nigerians in the diaspora and foreign investors. The Plan proposes measures to broaden participation and improve access to the Nigerian capital market, including:

  • Mobilising institutional capital: Encourage pension funds, insurers and other large investors to fund infrastructure and other productive sectors by reducing investment risks through guarantees and similar support, and by creating funds that invest in other funds. The Plan also proposes reviewing investment rules to make it easier for these institutions to invest in SMEs and private credit funds.
  • Expanding retail and diaspora participation: Make it easier for individuals in Nigeria and Nigerians abroad to invest through digital account opening and electronic identity checks (e-KYC), supported by fintechs and mobile network operators. The Plan also proposes Tax-Free Savings Accounts (TFSAs) to encourage investment, as well as diaspora bonds and foreign-currency investment funds for Nigerians living abroad.
  • Attracting foreign investors: Facilitate foreign investors’ participation in the Nigerian capital market through more efficient account opening and settlement processes, cross-border fundraising, recognition of prospectuses across participating markets, and regional or dual-currency listings. These measures aim to attract more foreign investment and strengthen Nigeria’s position as a regional capital market hub.

e.      Building Institutional Capacity and Professional Depth (Pillar 5)

Pillar 5 focuses on strengthening the capacity of regulators, market operators, and capital market professionals to support the proposed reforms. The Plan sets out measures to build institutional capacity and improve professional standards, including:

  • Strengthening the SEC’s capacity: Review the SEC’s operations and funding to address resource gaps affecting technology, staffing, and effective supervision. The Plan further proposes training SEC staff to understand and regulate digital assets and sustainable finance, including new technologies such as smart contracts and decentralised finance (DeFi).
  • Improving market operator resilience: Review the roles and responsibilities of brokers, custodians and other capital market operators, set capital requirements based on the risks they pose, and strengthen governance, technology and cybersecurity to improve the stability and reliability of the market.
  • Developing professional skills: The SEC will work with the National Universities Commission (NUC) and the Nigerian Capital Market Institute (NCMI) to expand capital markets education, update training and certification programmes, and strengthen professional development across the industry.
  1. What Should Businesses and Investors Do Now?

The NCMMP 2.0 provides a guide to potential changes in Nigeria’s capital market, but its proposals do not automatically change existing laws or regulatory requirements. As the reforms take shape, businesses and investors should take the following steps:

  • Review compliance and operational readiness: Assess regulatory filings, governance, reporting, cybersecurity and risk management systems in anticipation of potential changes to supervisory and operational requirements.
  • Monitor regulatory developments: Track proposed changes that could expand investment opportunities in infrastructure, SMEs and private credit, as well as digital onboarding and e-KYC arrangements that could improve access to the capital market.
  • Apply existing rules: Ensure that any financing, investment and market-entry decisions comply with the laws and regulations currently in force. The Plan’s proposals should not be treated as effective until the relevant measures have been formally adopted and brought into force.

Conclusion

The NCMMP 2.0 sets out a ten-year programme to develop a deeper, more efficient and accessible capital market. Its proposals address challenges such as fragmented regulation, gaps in market infrastructure, and limited financing options for businesses. However, the Plan does not automatically bring these reforms into effect. Some proposals will require new regulations, amendments to existing rules, legislative action, or coordination among relevant institutions. Their impact will depend on what is formally adopted and how effectively it is implemented.

This newsletter highlights selected proposals and is not an exhaustive account of the NCMMP 2.0 or the reforms it envisages. Businesses and investors should monitor relevant developments, assess how they may affect their activities, and continue to comply with the laws and regulations currently in force.