When CBN Governor Olayemi Cardoso issued new minimum capital requirements in March 2024, the directive amounted to a structural ultimatum. Nigerian commercial banks had 24 months to meet capital floors that — at N500 billion for international licence holders — were roughly ten times the prior thresholds. The message was blunt: raise, merge, or exit.
Two years later, most of the sector has complied. Speaking at the IMF/AFRITAC West 2 High-Level Executive Forum in Abuja on 25 March — six days before the deadline — Cardoso announced that Nigerian banks had collectively raised N4.61 trillion in fresh capital, 27 percent of it from foreign investors. At least 32 banks were confirmed compliant, with that number expected to reach 34 once verification of late submissions is finalised.
The headline figures do not fully capture the reordering beneath them: which institutions have ceased to exist, which were forced into each other’s arms, and what three unresolved cases reveal about the limits of regulatory power.
The Capital Requirements and Who Met Them
The directive set three minimum thresholds: N500 billion for international banking licences, N200 billion for national, and N50 billion for regional. Nigeria’s six largest banks — all international licence holders — all cleared the highest bar.
Access Bank completed a N351 billion rights issue (approved December 2024), lifting its capital base above N600 billion. Zenith Bank raised N350.4 billion via a combined rights issue and public offer; its share capital now stands at N614.65 billion. GTCO executed the most complex raise: its domestic public offer was 48 percent undersubscribed, and GTCO covered the gap through a second tranche raising approximately $105 million from international institutional investors via the London Stock Exchange. The total equity injection into GTBank reached approximately N365.85 billion, pushing the capital base to N504 billion. (The N400.5 billion figure frequently cited in coverage is the offer target, not the amount raised.)
FBN Holdings / First Bank combined a N150 billion rights issue with a N259 billion private placement — enabled in part by the November 2025 sale of its FBNQuest Merchant Bank subsidiary — to lift eligible capital to N564.5 billion. UBA raised N178.3 billion in a rights issue closing September 2025, exceeding the N500 billion international threshold. Fidelity Bank closed a N259 billion private placement in December 2025, taking its capital to N564.5 billion and exceeding the national licence floor by a wide margin.
The Mergers: One Completed, Two Stalled
The Unity Bank–Providus Bank combination is the most significant consolidation outcome. The CBN approved the merger in August 2024, alongside a N700 billion bridge facility. The Scheme of Merger was executed in September 2025. The combined institution holds N5.3 trillion in total assets and N3.2 trillion in deposits, making it the ninth-largest Nigerian bank by assets. It serves 3.6 million customers across 229 branches.
Polaris Bank and Keystone Bank represent a harder outcome. Both came under CBN regulatory intervention in January 2024 — Polaris after struggling to mobilise capital under its 2022 ownership, Keystone following the dissolution of its core investor, Sigma Golf Nigeria Limited, over an alleged N20 billion fraud case. Merger talks between the two have not produced a completed deal. Both remain under CBN supervisory management as the deadline arrives.
Heritage Bank: The Pre-Deadline Casualty
Heritage Bank did not reach March 2026. The CBN revoked its operating licence effective 31 May 2024 under Section 12(1) of BOFIA 2020, citing persistent poor financial performance: over 80 percent of the bank’s loan book was non-performing, and total loans exceeded customer deposits. The Nigeria Deposit Insurance Corporation was appointed liquidator and began paying insured deposits — capped at N5 million per depositor — within four days. Depositors above that threshold are awaiting a liquidation dividend from asset realisation.
Heritage Bank is the clearest signal that the CBN was willing to use the full enforcement toolkit — and a reference point for what Polaris, Keystone, and Union Bank are trying to avoid.
The Union Bank Court Ruling
Six days before the deadline, a Lagos court introduced a new complication. On 25 March 2026, Federal High Court Justice Chukwujekwu Aneke nullified the CBN’s January 2024 dissolution of Union Bank’s board, ruling the central bank had acted beyond its powers under BOFIA 2020. The court reinstated the original board — previously led by Farouk Gumel — and restrained the CBN from proceeding with any investor selection process under CBN-appointed management. The suit was brought by core shareholders: Titan Trust Bank, Luxis International, and Magna International.
The CBN filed a notice of appeal on 26 March and publicly assured depositors that Union Bank was “fully capable of meeting its obligations.” The ruling does not directly address Union Bank’s capital compliance status; it freezes CBN-directed governance action pending appeal. The case is now the most legally significant test of how far CBN supervisory powers extend under the BOFIA 2020 framework.
The Concentration Question
The structural outcome of the exercise is not in dispute: Nigerian banking is more concentrated after the deadline than before it. Five banks control approximately 85 percent of industry profits. Eight banks control approximately 99.96 percent of total banking sector assets. The Tier 1 banks cleared the international threshold with headroom, reinforcing a competitive moat that smaller institutions cannot easily bridge.
Proponents argue the consolidation strengthens the system’s capacity to absorb shocks and underwrite large transactions. Critics note that concentration of this magnitude shifts the risk profile: the failure of any mega-bank is no longer a contained event. The CBN is betting it has built institutions strong enough to avoid that scenario. Whether the bet holds across the next credit cycle is the question that will define how the 2026 reforms are ultimately judged.
For the three non-compliant banks, the post-deadline path runs through negotiated mergers in the cases of Polaris and Keystone, and through the courts in the case of Union Bank. The CBN retains the tools to force resolution — licence downgrade, directed consolidation, or revocation — but the Heritage Bank precedent shows those tools carry depositor costs the regulator is reluctant to absorb at scale. Orderly resolution, not dramatic enforcement, is the most likely outcome. The deadline has passed. The work is not finished.
