Higher capital thresholds and new VASP licences: Key takeaways from the Nigerian Securities and Exchange Commission’s January 2026 circular

Introduction

In January 2026, the Nigerian Securities and Exchange Commission (SEC) (the “Commission”) of Nigeria 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 include:

1. Ancillary Virtual Asset Service Providers (AVASPs)

2. Digital Assets Intermediaries (DAIs)

3. Digital Assets Platform Operators (DAPOs); and

4. 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:

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 18-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.

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