By Priya Raman

Nigeria's capital-market registrars must clear a N2.5 billion minimum capital bar by June 30, 2027 — but the money is the easy part. The harder assignment came from the Securities and Exchange Commission: adopt artificial intelligence and digital-asset infrastructure, or watch others take the business.

The warning anchored the 15th Annual Conference of the Institute of Capital Market Registrars (ICMR), held under the theme "Beyond Recapitalisation: Building Resilient Institutions and Sustainable Capital Markets." The event also invested Fellows and inducted Associates, marking fifteen years of the Institute's work in professional development and capital-market institution-building.

What does the new capital rule change?

Quite a lot, numerically. Dr. Emomotimi Agama, director-general of the SEC, said the minimum capital for registrars rose from N150 million to N2.5 billion under the Investments and Securities Act 2025, with full compliance required by June 30, 2027. That is a near-seventeenfold jump, and the clock is already running.

Agama, represented by Mr John Briggs, head of the Commission's Lagos Zonal Office, described registrars as systemically important institutions — they hold the ownership records of millions of Nigerians. Systemic importance means their failure would ripple through the entire market, not just one firm's clients.

His core argument: recapitalisation is a floor, not a destination. "If registrars do not build this bridge, others will build it without you," he warned, referring to the technological bridge into AI and tokenised assets.

Why isn't capital enough?

ICMR president and chairman of Council, Mrs. Catherine Nwosu, put the question plainly. "What happens after recapitalisation? Is a stronger capital base, on its own, sufficient to guarantee institutional resilience?" Her implied answer: no.

She argued the industry must keep investing in technology, cybersecurity, data integrity, efficient service delivery and innovative shareholder engagement. The target audience matters here — a new generation of investors expects digital-first service, and registrars who don't provide it will lose them.

The SEC's Agama set out a concrete to-do list:

• Clean and enrich shareholder registers
• Tackle roughly N270 billion in unclaimed dividends
• Prevent fraud
• Deliver service at scale in local languages
• Automate corporate actions (dividends, rights issues and other events tied to holding a share)

What about digital assets?

Agama's sharpest point concerned tokenisation — representing securities as digital tokens on a ledger — which he said is entering the regulated mainstream. Registrars, in his framing, must evolve into three roles: transfer agents for tokenised securities, administrators of programmable corporate actions, and partners in fractional ownership.

That's a structural repositioning, not a software upgrade. The registrar function shifts from record-keeping to operating market plumbing for digitally issued assets.

Has the industry already proved it can?

Partly, yes. Alhaji Umaru Kwairanga, chairman of Nigerian Exchange Group (NGX), said registrars proved critics wrong in the fully digital Dangote Refinery public offer. He described them as guardians of the wealth of individuals and corporates, keeping accurate records and ensuring seamless transfer of securities.

The speed numbers tell the story. NGX was ready for allotment 24 hours after the offer closed, against one month under the old manual-files regime. Kwairanga urged registrars to embrace technology, digitalisation, cybersecurity and AI, and to complete recapitalisation to become more efficient and client-friendly.

He also disclosed that NGX now holds 10 per cent stakes in the Ethiopian and Kenyan exchanges, part of a strategy to mobilise African capital for African development.

What holds it together beyond technology?

Trust, said Dr. Seinde Fadeni, chairman of Nigerian Aviation Handling Company (NAHCO) Plc. Recapitalisation may strengthen institutions, but trust, integrity, independence and collaboration are what make markets resilient.

He positioned the registrar as more than a custodian of shareholder records. Registrars sit at the intersection of issuers, investors and market infrastructure, managing ownership, corporate actions and shareholder engagement. His call to stakeholders: recognise, engage and deliberately integrate registrars into the evolving capital-market value chain.

The conference's combined message is blunt. Capital by June 2027, technology immediately, trust always — and if the bridge to tokenised markets isn't built by registrars, someone else will build it.