Introduction

The regulation of Bureau de Change Operators (BDCs) remains a topical issue in Nigeria. The Central Bank of Nigeria (CBN) has repeatedly expressed its commitment to addressing the challenges posed by unauthorized operations of some BDCs, which has the potential of undermining the Nigerian financial system. The CBN noted cases of BDC promoters establishing multiple BDCs to access more foreign exchange (forex), deviating from their mandate by selling forex above the permissible limits of $5000 and becoming conduits for money laundering and other illicit financial activities.[i] These culminated in the suspension of forex sales to BDCs and the refund of capital deposits and licensing fees to promoters with pending applications in 2021.[ii]

On February 23, 2024, CBN issued an Exposure Draft of the Revised Regulatory and Supervisory Guidelines for Bureau De Change Operators in Nigeria (the “Exposure Draft”).[iii] The evident objective of this Exposure Draft as gleaned from its provisions, is to enhance the regulation of Bureau De Change operations, aligning with CBN’s broader reforms in the Nigerian Foreign Exchange Market (NFEM). This article seeks to highlight key regulatory changes to the operations of BDCs in Nigeria as proposed in the Exposure Draft.

1. Extensive List of Ineligible Promoters

Under the 2018 Code of Corporate Governance for Bureau de Change in Nigeria (the “Code of Corporate Governance”),[iv] individuals and corporate entities are prohibited from owning controlling shares in more than one BDC, while the government and its MDAs are barred from holding equity, whether directly or indirectly,in BDCs.

In a bid to enhance transparency and corporate governance among BDCs, the Exposure Draft provides an extensive list of ineligible promoters which includes the following; [v]

1. Commercial, merchant, non-interest, and payment service banks;
2. Other Financial Institutions (OFIs), including holding companies and payment service providers;
3. Serving staff of financial services regulatory agencies or financial services providers;
4. Governments at all Levels;
5. Public officers;[vi]
6. Non-Governmental Organizations and charitable organizations;
7. Cooperative societies;
8. Academic and religious institutions;
9. Non-Nigerian natural persons;
10. Non-resident non-regulated companies;
11. Telecommunication services providers;
12. Sanctioned individuals and entities;
13. A shareholder in another BDC (whether directly or indirectly); and
14. Any other entity that the CBN may from time to time designate…