10/07/2026
MICHELLE & ANTHONY CONSULTING LIMITED
CBN's Proposed Holding Company & Ring-Fencing Reforms
MACL Advisory Capability Note — Positioning Financial Groups for the 2026 Regulatory Transition
The Central Bank of Nigeria's 10 June 2026 Exposure Drafts on Financial Holding Company (FHC) Guidelines and Ring-Fencing of Closely Linked Entities (CLEs) represent the most significant restructuring of Nigeria's financial group architecture since 2014. Groups face a compressed six-month structural confirmation window, materially higher capital and ownership thresholds, and a prohibition on intra-group financing that will force a reassessment of funding, governance and operating models. MACL advises FHCs, banks, insurers, pension operators, PSPs and fintech CLEs on navigating this transition, end to end.
Structural & Ownership Advisory
• Diagnostic gap assessment of current group structure against Model 1 / Model 2, with a roadmap for the 6-month confirmation deadline.
• Equity consolidation strategy to reach the 51% minimum subsidiary stake — buyouts, acquisitions, divestments, portfolio rationalisation.
• Design and ex*****on of Intermediate Holding Company structures for groups with offshore banking subsidiaries.
• NOHC formation or merger/license-surrender advisory for Closely Linked Entities electing not to adopt an FHC model.
Capital & Funding Strategy
• Capital raising and structuring to meet the 20%-above-aggregate FHC capital buffer and CAR-to-strongest-subsidiary requirement.
• Design of compliant external/alternative funding structures now that intra-group lending and subsidiary guarantees to the FHC are prohibited.
• Business and equity valuation support (independent dual-certificate methodology) for consolidations, buyouts and NOHC formation.
Governance & Compliance Readiness
• Board restructuring, NED sourcing/onboarding and interlocking-directorship compliance reviews (20% cap, one-subsidiary-board rule).
• Shared-services redesign and transfer-pricing documentation for the narrowed permitted-services scope, with biennial value-for-money audit support.
• AML/CFT/CPF governance gap reviews ahead of new FHC-level CBN reporting obligations.
• Related-party and insider-lending policy review in light of the outright borrowing prohibition.
Operational Separability & Branding
• Data governance and IT segregation reviews to evidence independent governance, funding and operational separability for CLEs.
• Customer journey, complaints-channel and brand-architecture redesign (subsidiary-facing, “A member of [FHC]” branding).
• Regulatory application support for AIP and final licensing, including readiness assessment ahead of the increased fee thresholds.
Victor Olufemi “Femi” Ajulo, FCMA, FNIM, F**A
Managing Director, Michelle & Anthony Consulting Limited
