A coalition of shareholders has urged the Central Bank of Nigeria (CBN) to reconsider aspects of its proposed capital requirements for Financial Holding Companies (HoldCos), warning that the new rules could force repeated capital raising, trigger investor fatigue, and undermine confidence in Nigeria’s banking sector.
In a submission on the CBN’s Exposure Draft of the Revised Guidelines for Licensing and Regulating Financial Holding Companies in Nigeria, the shareholders said they support the apex bank’s efforts to strengthen financial stability but expressed concern over provisions that could require additional capital at multiple holding company levels.
The comments were submitted ahead of the July 9, 2026 deadline for stakeholder feedback on the draft regulations.
At the centre of the shareholders’ concerns is Guideline 7.1(i), which outlines two ownership structures for international subsidiaries.
Under the proposal, foreign subsidiaries may either be owned directly by the parent HoldCo or through an intermediate holding company. Where the second option is adopted, both the parent HoldCo and the intermediate HoldCo would each be required to maintain regulatory capital equivalent to 120% of the applicable underlying capital base.
While acknowledging the prudential intent behind the proposal, the shareholders argued that imposing capital requirements at two non-operating holding company levels amounts to a duplication of obligations. “Applying this capital requirement at two non-operating holding company levels may create an excessive capital obligation for Financial Holding Companies,” the shareholders said.
The shareholders warned that the proposed framework could compel Financial Holding Companies to return to the capital market repeatedly, despite recently completing major recapitalisation exercises to comply with the CBN’s new banking capital requirements.
According to them, frequent fundraising could exhaust investors and reduce their willingness to support future capital injections. “This could result in repeated capital raising over relatively short periods, leading to shareholder fatigue and reducing investor appetite for future capital injections,” they stated.
They also requested clarity on how capital already invested in international subsidiaries would be treated if the proposed restructuring takes effect, noting that many HoldCos have already deployed recently raised funds into their banking subsidiaries.
The shareholders urged the CBN to revise the proposed capital framework to meet its regulatory objectives without creating unnecessary duplication of capital requirements.
According to them, a more balanced approach would strengthen financial stability while preserving investor confidence. “We therefore request that the CBN review the proposed capital framework with a view to achieving its regulatory objectives while avoiding duplication of capital requirements and preserving investor confidence,” they said.
Beyond capital requirements, the shareholders also sought clarification on proposed rules governing interlocking directorships within HoldCos and their subsidiaries.
They further expressed concern over proposed restrictions on dividend payments, arguing that linking dividend declarations to the capital adequacy of a HoldCo’s largest subsidiary could discourage investment and create uncertainty over shareholder returns.
Despite their reservations, the group commended the CBN’s consultative approach to regulatory reforms and expressed confidence that the final guidelines would balance financial system stability with investor protection.
