Nigeria’s largest banking groups may be forced back to the capital market following fresh regulatory proposals by the Central Bank of Nigeria aimed at tightening the structure of financial holding companies.
The apex bank, on June 11, 2026, released two exposure drafts that could significantly alter the way major financial groups operate in the country.
The documents are the Revised Guidelines for Financial Holding Companies and the Guidelines on Ring-Fencing of Closely Linked Entities.
Both drafts were signed by Dr. Rita I. Sike, Director of Financial Policy and Regulation at the CBN.
The proposed rules seek to separate commercial banks more clearly from other entities within the same financial group, in order to protect depositors and reduce the risk of contagion from non-bank subsidiaries, offshore businesses and related companies.
But the reforms may come at a heavy cost for existing holding companies. Analysts at Zrosk Investment Management estimate that tier-1 banking HoldCos could face a combined capital shortfall of about ₦326 billion if the rules are implemented in their current form.
Under the existing 2014 framework, a financial holding company is required to maintain paid-up capital above the combined paid-up capital of its subsidiaries. The new draft goes further by demanding that HoldCos maintain an additional 20 percent capital buffer above the aggregate paid-up capital of their subsidiaries.
This requirement immediately puts pressure on existing HoldCos, especially after the recent recapitalisation exercise which has forced banks with international authorisation to raise their minimum capital to ₦500 billion.
As subsidiaries raise more capital to meet the new banking threshold, the capital required at the HoldCo level also rises. According to Zrosk’s estimates, Access Holdings faces the largest gap, with an additional ₦120 billion required to meet the proposed benchmark.
GTCO is estimated to have a shortfall of about ₦103.7 billion, while FirstHoldCo faces a gap of around ₦90 billion. Stanbic IBTC is projected to require about ₦11.8 billion. The shortfall is expected to trigger another round of equity raising across the sector, including rights issues, private placements and public offers.
Market watchers say the development could dilute existing shareholders and reduce returns, particularly for investors who have already committed funds to earlier recapitalisation rounds.
Access Holdings, which has already carried out several capital-raising exercises in recent months, may now have to seek fresh funds to satisfy the new HoldCo buffer.
For GTCO, the proposed rule creates a major adjustment, as the group had previously operated close to the minimum capital threshold under the old framework.
FirstHoldCo, which recently strengthened its capital base, may also need further capital to close its estimated gap.
Beyond the capital requirement, the proposed guidelines could force a major restructuring of Nigeria’s banking industry.
Banks that have not fully adopted the HoldCo structure, including Zenith Bank and United Bank for Africa, may be required to move closely linked entities under a non-operating holding company.
For UBA, the proposed restructuring could be particularly significant because of its large African footprint. The bank currently operates subsidiaries across several African countries. Moving those offshore businesses out of the commercial bank and placing them directly under a HoldCo structure would require approvals from regulators in multiple jurisdictions.
Although the process may be complex and costly, analysts believe it could also help unlock value by making UBA’s African operations more visible to investors.
The new rules also require foreign banking subsidiaries to be placed directly under the HoldCo or an intermediate holding company, rather than under the Nigerian commercial bank.
The CBN’s aim is to shield local depositors from risks linked to foreign subsidiaries and other group businesses. However, the restructuring could expose affected institutions to transaction costs, taxes, foreign exchange settlement issues and regulatory delays.
The draft gives the institutions a six-month transition window, a timeline some analysts consider tight given the number of approvals that may be required. The second draft, which deals with ring-fencing closely linked entities, may also weaken the integrated banking model that many Nigerian financial groups have built over the years.
The CBN is proposing strict separation of technology systems, customer data, accounts and operating platforms between banks and their related companies. This means that affiliated fintech, pension, asset management, payments and other non-bank subsidiaries may no longer be allowed to depend on shared banking infrastructure.
Fintech subsidiaries such as HabariPay under GTCO and Hydrogen under Access Holdings may be required to build and operate independent core transaction, payment and reconciliation systems. The draft also proposes tougher customer onboarding rules.
Customers referred by a bank to an affiliate would have to go through fresh Know Your Customer checks, provide separate data consent and open a distinct account or wallet with the related entity.
Analysts say this could create friction for customers and reduce the ease with which banks currently cross-sell services within their groups. For years, Nigerian banks have relied on the financial supermarket model, using their customer base to push payments, pensions, investment products, insurance and other services through related companies.
The proposed rules could weaken that model by raising compliance costs and increasing customer acquisition expenses. While the CBN’s position is aimed at improving governance and reducing systemic risk, investors are expected to worry about the immediate impact on profitability, valuations and shareholder returns.
Banking stocks may come under pressure as the market weighs the likely effect of fresh capital raising, restructuring expenses and technology separation costs.
Analysts say the sector could face a difficult adjustment period over the next 12 to 18 months as banks work to meet the new capital and structural requirements.
In the long term, the reforms may improve transparency and strengthen confidence in financial groups by clearly separating deposit-taking banks from other businesses.
But in the short term, the proposals could reshape the capital structure, operating model and valuation of Nigeria’s biggest banking institutions.
