CBN proposes overhaul of Holding Company rules, tightens oversight

… Says Holdcos to maintain 51% equity stake in each subsidiary

The Central Bank of Nigeria (CBN) has proposed a major overhaul of the regulatory framework governing financial holding companies (HOLDCOs), seeking to strengthen oversight of banking groups through tougher capital, ownership and governance requirements.

In a circular issued to financial holding companies, banks, other financial institutions and the public, signed by Rita I. Sike, CBN’s director of the Financial Policy and Regulation Department the apex bank released an exposure draft of the revised Guidelines for the Licensing and Regulation of Financial Holding Companies in Nigeria and invited stakeholders to submit comments by July 9, 2026.

The CBN said the review became necessary after years of implementing the existing framework introduced in 2014 to mitigate risks arising from non-core banking activities within banking groups.

According to the regulator, it had identified areas requiring enhancement to improve the operational effectiveness of financial holding companies and strengthen regulatory oversight in line with evolving market and regulatory developments.

Among the proposed changes is the strengthening of minimum capital requirements for financial holding companies to ensure they can serve as a reliable source of financial strength to their subsidiaries.

The draft guidelines also seek to address gaps in shared services arrangements, which the CBN said could create opportunities for abuse or confer undue advantages on banking subsidiaries within financial groups.

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In addition, the regulator is proposing clear eligibility requirements for promoters seeking to establish financial holding companies.

The revised framework would also streamline group structures by allowing financial holding companies, rather than their Nigerian banking subsidiaries, to directly hold equity interests in foreign subsidiaries.

Another significant proposal is a requirement for financial holding companies to maintain a minimum 51 percent equity stake in each subsidiary and to be registered as a person with significant control by the appropriate corporate registration authority.

The CBN said the proposed changes are aimed at reinforcing the resilience of Nigeria’s financial system and ensuring stronger oversight of increasingly diversified financial groups.

“In furtherance of its mandate to promote a safe, sound, and resilient financial system in Nigeria, the Central Bank of Nigeria (CBN) issued the Guidelines for the Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria in 2014,” said Sike.

“Following several years of implementation, the CBN has identified areas within the extant Guidelines that require enhancement to strengthen the operational effectiveness and regulatory oversight of Financial Holding Companies,” she added.

Sike said the guidelines had been reviewed “to address observed gaps and align with evolving regulatory and market developments.”

Stakeholders and members of the public have been invited to review the exposure draft and submit comments to the apex bank before the July 9 deadline.

Hope Moses-Ashike

Hope Moses-Ashike is an Associate Editor, Banking and Finance, with more than a decade of experience reporting on Nigeria’s financial system and broader economy. She closely tracks market movements, monetary policy decisions, company disclosures, regulatory actions, economic indicators, and global developments, and interprets what they mean for businesses, investors, policymakers, and households. Her reporting helps readers understand complex issues such as inflation trends, foreign exchange market dynamics, interest rate decisions, bank performance, and investment risks. She also covers major international events and periodically travels to Washington, D.C., to report on the World Bank/IMF Spring and Annual Meetings. Her dedication to financial journalism has earned her multiple recognitions and invitations to high-level professional development programmes. She is an alumna of the International Visitors Leadership Programme (IVLP) in the United States and holds an Advanced Financial Journalism Certificate from the Press Association Training in London, UK. Her other notable achievements include completing the Lagos Business School CMC Programme, the Bloomberg Media Africa Initiative Programme, and a Master Class in Journalism at Rhodes University in South Africa.