CBN Proposes Stricter HoldCo Rules, Seeks 51% Minimum Ownership in Subsidiaries

The regulator also proposed that financial holding companies be formally recognised as persons with significant control by the relevant corporate registration authorities.

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The Central Bank of Nigeria has released a draft revision of its guidelines governing financial holding companies, proposing stricter ownership, capital and governance requirements aimed at strengthening oversight of banking groups.

In a circular dated June 10, 2026, and signed by Rita Sike, Director of the Financial Policy and Regulation Department, the apex bank said the proposed changes are intended to enhance the operational effectiveness of financial holding companies while addressing gaps identified since the framework was introduced in 2014.

The CBN said the original guidelines were established to mitigate risks arising from non-core banking activities conducted within banking groups. However, evolving market conditions and regulatory developments have made a review necessary.

New Draft Regulations

According to the draft guidelines, financial holding companies would be required to maintain a minimum 51% equity stake in each of their subsidiaries. The proposal is designed to strengthen ownership and control structures and ensure holding companies retain significant influence over their entities.

The regulator also proposed that financial holding companies be formally recognised as persons with significant control by the relevant corporate registration authorities.

Another key amendment would allow holding companies, rather than their Nigerian banking subsidiaries, to directly own equity interests in foreign subsidiaries. The CBN said the move would streamline organisational structures and improve corporate governance across financial groups.

The draft also seeks to tighten capital requirements, with the apex bank emphasising that holding companies must possess adequate financial capacity to serve as a dependable source of support for their subsidiaries when needed.

In addition, the CBN plans to introduce clearer rules governing shared service arrangements within financial groups to prevent potential abuses and eliminate situations where non-bank entities may gain undue advantages over banking subsidiaries.

The proposed framework further outlines eligibility criteria for promoters seeking to establish financial holding companies, setting clearer standards for prospective investors and operators in the sector.

The regulator said the exposure draft has been released for public consultation and invited stakeholders, financial institutions and members of the public to submit comments and recommendations before July 9, 2026.

The review comes as the CBN continues efforts to strengthen financial system stability, improve corporate governance standards and align regulatory requirements with international best practices.

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