The Central Bank of Nigeria (CBN) has proposed tougher ownership, governance and capital requirements for financial holding companies, in a move aimed at strengthening oversight of banking groups and enhancing the stability of the country’s financial system.
The proposals, contained in an exposure draft of revised guidelines for the licensing and regulation of Financial Holding Companies (FHCs), were released for public consultation and mark the first major review of the framework since its introduction in 2014.
Under the draft rules, financial holding companies would be required to maintain a minimum 51% equity stake in each of their subsidiaries, a measure the CBN said would promote stronger control, accountability and supervision across banking groups.
The central bank said the revised framework seeks to improve regulatory oversight, enhance operational efficiency and align the sector’s regulatory architecture with evolving market conditions and supervisory standards.
Financial holding companies would also be required to strengthen their capital base to ensure they have sufficient resources to support subsidiaries during periods of financial stress. The CBN said the measure would improve the resilience of banking groups and help reduce systemic risks within the financial sector.
The draft guidelines introduce stricter controls on shared services arrangements among subsidiaries, with the aim of improving transparency, reducing potential conflicts of interest and strengthening corporate governance within financial conglomerates.
In a significant structural shift, the proposed rules would allow holding companies to own equity stakes directly in foreign subsidiaries rather than through their Nigerian banking subsidiaries. The regulator said the change would simplify group structures and provide greater regulatory clarity for institutions operating across borders.
The CBN is also proposing enhanced transparency requirements by mandating that financial holding companies be registered as persons with significant control through the appropriate corporate registration authority. The measure is intended to strengthen beneficial ownership disclosure and improve visibility into corporate control structures.
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The central bank said the amendments are designed to reinforce corporate governance standards, improve transparency and bolster the overall stability of financial groups operating in Africa’s most populous nation.
Industry analysts say the proposed rules could prompt existing holding companies to review ownership and governance structures, while raising the threshold for new investors seeking to establish financial holding companies in Nigeria.
The review comes more than a decade after the original guidelines were introduced to separate core banking operations from risks associated with non-banking financial activities, a strategy aimed at safeguarding financial stability.
The CBN has invited stakeholders, industry participants and members of the public to submit comments on the draft regulations by July 9, 2026.
Following the consultation process, the regulator is expected to assess feedback before issuing the final version of the guidelines, which could reshape the regulatory landscape for financial holding companies and banking groups in Nigeria.
