Obtaining a Capital Market Operator (CMO) license in Nigeria is a critical step for any entity or individual seeking to partake in regulated capital market activities such as broking, fund management, issuing house services, custodianship, rating agency functions, and more. The Securities and Exchange Commission (SEC) Nigeria, empowered under the Investments and Securities Act (ISA) and its subsidiary Rules & Regulations, governs the registration, licensing, and ongoing regulation of CMOs. This guide provides a comprehensive, step-by-step walkthrough—sourced entirely from SEC Nigeria’s official materials—on how to secure your CMO license, detailing eligibility criteria, documentary and financial requirements, application procedures, timelines, costs, FAQs, and common misconceptions.
Regulatory Framework
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Governing Law: Investments and Securities Act No. 29 of 2007 (as amended by the Investments and Securities Bill 2025).
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Regulator: Securities and Exchange Commission (SEC) Nigeria, SEC Towers, Plot 272 Samuel Adesujo Ademulegun Street, Abuja.
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Applicable Rules & Guidelines:
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SEC Rules & Regulations (under the ISA)
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SEC “CMOs Application Requirements, Fees and Implementation Time-Frame” checklist
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“Operator Registration” ePortal instructions
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Types of Capital Market Operator Licenses
| License Category | Core Function |
|---|---|
| Broker/Dealer | Buying and selling securities for clients and own account |
| Issuing House | Advising and underwriting new securities issues |
| Fund/Portfolio Manager | Managing collective investment schemes and portfolios |
| Custodian of Securities | Safekeeping securities and settlement services |
| Rating Agency | Assigning credit and risk ratings to issuers/instruments |
| Underwriter | Underwriting securities offerings |
| Registrar | Maintaining register of security holders |
| Trustee | Holding assets on behalf of beneficiaries |
| Capital Market Consultant (Corp & Ind.) | Providing advisory services |
| Market Maker | Providing liquidity by quoting buy/sell prices |
| Others (e.g., Commodity Broker/Dealer, OTC Trading) | Specialised capital market functions |
Section 1: Eligibility & Minimum Capital Requirements
All applicant firms and sponsored individuals must satisfy legal, corporate governance, risk management, compliance, and infrastructure criteria as detailed by SEC. Additionally, each license category mandates a minimum paid-up capital:
| CMO Category | Minimum Capital (₦) |
|---|---|
| Broker/Dealer | 300,000,000 |
| Broker | 200,000,000 |
| Dealer | 100,000,000 |
| Issuing House | 200,000,000 |
| Underwriter | 200,000,000 |
| Registrar | 150,000,000 |
| Trustees | 300,000,000 |
| Rating Agency | 150,000,000 |
| Corporate Investment Adviser | 5,000,000 |
| Fund/Portfolio Manager | 150,000,000 |
| Individual Investment Adviser | 2,000,000 |
| Custodian | 200,000,000 |
| Market Maker | 200,000,000 |
| Others | (See SEC Checklist) |
Source: Minimum Capital Requirements for Capital Market Operators sec.gov.ng
Section 2: Documentary Requirements
Applicants must assemble the following core documents for firm registration (fresh application) and for each sponsored individual:
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Company Documents
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Certified Certificate of Incorporation
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Memorandum & Articles of Association (including powers to perform CMO function)
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CAC Forms: Statement of Share Capital, Return of Allotment, Particulars of Directors.
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Governance & Financials
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Detailed Business Plan
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Bank Statements (last 6 months)
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Audited Financial Statements (last 2 years)
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Board & Management
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Profiles and CVs of Directors/Key Officers
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Evidence of Clearing by other Financial Regulators (where applicable)
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Sponsored Individuals
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Form SEC 2 (application), referees’ reports, CV, academic and professional certificates
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Completed Fit & Proper questionnaire (ISA Section 11(4))
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Others
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Risk Management & Compliance policy documents
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IT Infrastructure descriptions
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Copies of relevant licenses held elsewhere
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Section 3: Fees & Cost Schedule
A. Regulatory Application Fees
Based on “Nature of Applications” PDF, fees vary by function (all fees in ₦):
| CMO Function | Filing/Application Fee | Processing Fee | Registration Fee | Sponsored Individual Fee |
|---|---|---|---|---|
| Broker/Dealer | 5,000 | – | 100,000 | 10,000 each |
| Broker | – | – | 100,000 | 10,000 each |
| Dealer | – | – | 100,000 | 10,000 each |
| Issuing House | – | – | 200,000 | 10,000 each |
| Registrar | – | – | 100,000 | 10,000 each |
| Fund/Portfolio Manager | – | – | 100,000 | 10,000 each |
| Corporate Investment Adviser | – | – | 100,000 | 10,000 each |
| Individual Investment Adviser | – | – | 50,000 | 10,000 each |
| Commodities Broker/Dealer | 50,000 | 50,000 | 200,000 | 30,000 new; 15,000 transfer |
| Market Maker | – | – | 200,000 | – |
| Custodian of Securities | – | – | 200,000 | – |
| Capital Market Consultant (Corp) | – | – | 100,000 | 100,000 new; 50,000 transfer |
| Capital Market Consultant (Individual) | – | – | 50,000 | – |
| Securities Exchange | – | – | 250,000 | – |
| Others (OTCs, Trade Points, etc.) | – | – | 100,000–200,000 | – |
B. Renewal Fees
Annual renewal follows the same fee structure and must be completed by January 31 each year via the ePortal sec.gov.ng.
Section 4: Application Procedure & Timeline
SEC has digitised CMO registration via the Operators ePortal. Follow these steps:
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Step 1 – Pre-Application Review
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Download and review the CMO checklist for your function (Forms and Checklists section).
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Prepare all documents and secure board approvals.
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Step 2 – Access ePortal
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Register an account on eportal.sec.gov.ng.
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Complete Applicant and Sponsored Individual forms online.
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Step 3 – Payment of Fees
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Generate payment invoice → Pay via bank transfer → Upload evidence of payment.
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Step 4 – Submission & Fit & Proper
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Submit electronic application along with accompanying documents.
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SEC conducts fit & proper assessment of individuals.
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Step 5 – Underwriting & Approval
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SEC reviews application; requests clarifications if needed.
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Upon satisfaction, SEC issues Letter of Registration.
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Implementation Time-Frame: Approximately 120 working days from submission of a complete application (absent deficiencies) .
Section 5: Frequently Asked Questions (People Also Ask)
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What is a Capital Market Operator license?
A CMO license authorises entities/individuals to perform regulated functions in Nigeria’s capital market, e.g., broking, fund management, issuing house services, custodianship, rating, etc. -
Who needs a CMO license in Nigeria?
Any firm or individual wishing to provide capital market services—as identified in the ISA—must register as a CMO with SEC before commencing operations. -
How much capital is required to obtain a CMO licence?
Capital requirements vary by function; for example, Broker/Dealers need ₦300 million, Issuing Houses ₦200 million, Fund Managers ₦150 million, and Individual Advisers ₦2 million. -
What are the fees for applying?
Filing fees start at ₦5,000; registration fees range from ₦50,000 to ₦250,000 depending on the CMO category. Sponsored individuals incur additional fees (e.g., ₦10,000 per applicant). -
How long does the approval process take?
Approximately 120 working days for a complete application without deficiencies. -
Can I apply offline or by post?
No. As of 2024, all applications and renewals must be submitted through the SEC Operators ePortal. -
Is my CMO license renewable?
Yes. Annual renewal by January 31 via ePortal is mandatory; late renewals attract penalties.
Section 6: Common Misconceptions
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“Any company can apply for any CMO licence.”
In reality, you must meet specific minimum capital and documentary requirements tailored to each function. -
“Once submitted, approval is automatic.”
SEC may issue deficiency letters requesting clarifications; failure to respond within 6 months requires restarting the process (Rule 19(4) as amended). -
“Renewal is optional.”
Renewal is mandatory annually by January 31; non-renewal leads to penalties and possible suspension of operations. -
“Fees cover all future changes.”
Any additional functions or sponsored individuals attract new filing and registration fees as per the schedule.
Conclusion
Securing your Capital Market Operator license in Nigeria is a multi-step process grounded in clear legislative and regulatory requirements. By meticulously preparing your documentation, meeting financial thresholds, and adhering to the SEC’s ePortal procedures, you can navigate the CMO registration journey efficiently. Remember to budget for both minimum capital and regulatory fees, allow for a 120-day approval window, and schedule annual renewals to maintain compliance. With thorough preparation and an understanding of common pitfalls, your organisation can join Nigeria’s dynamic capital market as a fully licensed operator.
