Three of Nigeria’s largest lenders—Zenith Bank, United Bank for Africa (UBA) and Fidelity Bank- could be compelled to reorganise into financial holding companies under proposed regulatory reforms by the Central Bank of Nigeria (CBN), a move that may significantly reshape the country’s banking landscape.
The proposed changes are contained in exposure drafts issued by the apex bank in June, aimed at strengthening oversight of financial groups through stricter ownership, governance and capital requirements. Under the draft framework, financial holding companies would be required to maintain a minimum 51 per cent equity stake in each subsidiary while complying with tighter ring-fencing provisions designed to separate banking operations from non-banking businesses.
Industry analysts say the new rules could effectively leave banks with significant non-banking subsidiaries little choice but to adopt a non-operating holding company (HoldCo) structure.
Zenith Bank, UBA and Fidelity Bank, which currently operate primarily as standalone banking entities despite owning non-bank businesses, are among institutions expected to be most affected if the proposals become effective. They would likely need to restructure their corporate architecture to align with the new regulatory requirements.
The proposed framework is also expected to impose additional capital obligations on some banking groups. Analysts estimate that affected institutions may need to raise hundreds of billions of naira to meet the revised requirements, even after successfully meeting the CBN’s 2026 recapitalisation targets.
The CBN said the reforms are intended to improve financial system stability by strengthening supervision, reducing contagion risks within banking groups and ensuring that holding companies exercise effective control over their subsidiaries. The proposals also seek to enhance transparency through stricter governance standards and disclosure requirements.
If implemented, the reforms would further widen the adoption of the HoldCo model in Nigeria’s banking industry, where institutions such as Access Holdings, GTCO, First HoldCo and FCMB Group already operate under holding company structures.
The exposure drafts remain open to stakeholder feedback before the CBN issues the final guidelines.
BusinessDay
