The Central Bank of Nigeria (CBN) has unveiled an exposure draft of the Revised Guidelines for the Licensing and Regulation of Financial Holding Companies (FHCs), proposing tougher ownership, governance, and capital requirements aimed at strengthening oversight of Nigeria’s financial groups.

The draft, released for public consultation, requires Financial Holding Companies to maintain a minimum 51 per cent equity stake in each of their subsidiaries, a move designed to ensure stronger control and accountability across banking groups.

The review comes more than a decade after the introduction of the original guidelines in 2014, which were established to ring-fence banking operations from risks arising from non-core financial activities and to promote the stability of the financial system.

According to the apex bank, the proposed revisions are intended to enhance regulatory oversight, improve operational efficiency, and align the FHC framework with current market realities and evolving supervisory standards.

Under the new framework, Financial Holding Companies would be required to strengthen their capital base to ensure they possess adequate financial capacity to support subsidiaries during periods of stress. The CBN said the measure would help improve the resilience of banking groups and reduce systemic risks within the financial sector.

The exposure draft also introduces tighter regulation of shared services arrangements among subsidiaries, a development expected to improve transparency, reduce operational conflicts, and ensure better governance within financial conglomerates.

In a significant structural change, the proposed guidelines would permit Financial Holding Companies to hold equity interests directly in foreign subsidiaries, rather than through their Nigerian banking subsidiaries. The CBN said the move is aimed at streamlining group structures and improving regulatory clarity for institutions with cross-border operations.

Additionally, the draft stipulates that Financial Holding Companies must be registered as persons with significant control by the appropriate corporate registration authority, reinforcing efforts to improve transparency and beneficial ownership disclosure within the financial sector.

The regulator noted that the proposed amendments seek to strengthen corporate governance standards, enhance transparency, and improve the overall stability of financial groups operating in Nigeria.

Industry analysts say the proposed changes could lead to adjustments in ownership structures and governance arrangements among existing holding companies, while also raising the entry threshold for prospective promoters seeking to establish new financial holding companies.

The CBN has invited stakeholders, industry participants, and members of the public to review the exposure draft and submit comments on the proposed regulations on or before July 9, 2026.

Following the consultation period, the apex bank is expected to evaluate stakeholder feedback before issuing the final version of the revised guidelines, which are expected to shape the future regulatory landscape for financial holding companies and banking groups in Nigeria.

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