Nigerian financial holding companies may need to raise billions of naira under the proposed new Central Bank of Nigeria (CBN) rules.
A report released by Comercio Partners on Friday, June 19, shows that Access Holdings, GTCO and First Holdco face the largest capital shortfalls.
The investment research firm stated that the CBN’s June 10, 2026, exposure draft marks a major overhaul of the regulatory framework for Financial Holding Companies (HoldCos).
It stressed that the draft has shifted the focus of recapitalisation from individual banking subsidiaries to the entire group structure.
Pinnacle Daily reports that the proposed rules by CBN are designed to strengthen the operational independence of subsidiaries, reduce risks from non-core banking activities and reinforce the ring-fencing of depositors’ funds.
The rules also represent an upgrade of the HoldCo framework introduced in 2014 after concerns about risk concentration and conflicts of interest under the old universal banking model.
At the centre of the proposed changes is a new requirement that every HoldCo must maintain regulatory capital that is at least 20 per cent higher than the combined minimum capital requirement of all its subsidiaries.
Comercio Partners Report shows that the new rule creates significant capital gaps across major banking groups.
“The capital burden increases, making the recapitalisation efforts less a subsidiary issue and more a group-wide requirement, thereby prompting fresh capital-raising efforts to close compliance gaps,” the firm said.
HoldCos Face N325bn Capital Gap
According to the Comercio Partners report, Access Holdings faces the largest estimated capital shortfall of ₦120.07 billion under the proposed framework.
GTCO follows with a gap of ₦103.73 billion, while First Holdco faces a shortfall of ₦90.03 billion. Stanbic IBTC Holdings also has a capital gap of ₦11.84 billion.
The report noted that First Holdco is in a particularly difficult position because it was already the only major HoldCo failing to meet existing capital requirements before the new draft was introduced.
Based on its audited 2025 accounts, First Holdco had paid-in capital of ₦480.6 billion against an aggregate subsidiary capital requirement of ₦513.04 billion. Under the proposed 20 per cent buffer, its required capital would rise to ₦615.65 billion.
Although the group completed a ₦45 billion private placement that increased paid-in capital to ₦525.62 billion, Comercio Partners estimates that it still faces a capital shortfall of about ₦90 billion.
Its shareholders have already approved a further ₦253 billion capital raise to help close the gap.
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The report warned that the new framework could also affect shareholder returns.
Under the draft rules, HoldCos will not be allowed to pay dividends until all capital requirements are met.
“The draft explicitly restricts a Holdco from paying dividends until all stipulated capital requirements have been met… dividends become less dependent on earnings alone and more on regulatory capital headroom,” Comercio Partners said.
Higher Costs, Restructuring Risks Loom
Beyond capital requirements, Comercio Partners pointed out that the proposed rules could increase operating costs and force major restructuring across banking groups.
The draft requires shared services such as information technology, human resources and compliance to operate on an arm’s-length basis, supported by bi-annual value-for-money audits.
According to the firm, this could undermine the cost-saving benefits that banking groups have enjoyed for years through centralised operations.
“This directly faults the centralised rhetoric that banking groups have leveraged for over a decade… segregating these functions across all subsidiaries results in higher operating costs,” the report stated.
The draft also requires foreign subsidiaries to sit directly under the HoldCo or an intermediate HoldCo rather than under the Nigerian banking subsidiary.
Comercio Partners said this would likely result in one-off restructuring costs, including share transfers, legal expenses and potential tax liabilities.
The report added that the CBN is tightening governance standards by preventing HoldCo staff from serving as non-executive directors in subsidiaries and limiting directors to only one additional board position within the group.
While the requirement for HoldCos to maintain at least a 51 per cent equity stake in subsidiaries is expected to have little impact on most listed banking groups, Comercio Partners said bank-led groups that are not currently structured as HoldCos, such as Zenith Bank and UBA, could face complex corporate restructuring if the proposals are adopted.
The CBN has given industry participants and stakeholders until July 9, 2026, to submit comments on the exposure draft before the final guidelines are issued.
Alex is a business journalist cum data enthusiast with the Pinnacle Daily. He can be reached via ealex@thepinnacleng.com, @ehime_alex on X