Crypto Law Profile
Nigeria’s ISA 2025 brings virtual and digital assets into the statutory definition of securities and gives the SEC express authority over digital-asset exchanges, VASPs, DLT offers, custody and related services.
The Nigeria Investments and Securities Act 2025 virtual/digital assets provisions are the statutory basis for bringing virtual and digital assets into Nigeria’s capital-market regime. As of June 5, 2026, the Act is in force. The SEC-hosted Official Gazette identifies it as Act No. 2 of 2025, published in Gazette No. 19 on May 2, 2025, with a commencement date of March 25, 2025. The Act repeals the Investments and Securities Act No. 29 of 2007, establishes the Securities and Exchange Commission as the apex regulator for the Nigerian capital market, and frames the regime around investor protection, market integrity, transparent markets and systemic-risk reduction.
ISA 2025 is significant for crypto-law mapping because the statutory definition of securities expressly includes virtual and digital assets. It places those assets beside investment contracts, commodities, derivatives and electronically transferable or custodied financial instruments. The Second Schedule also lists virtual assets, digital assets and distributed ledger technology offers, tokens and products as types of investments.
The Act also extends the regulated market-infrastructure perimeter. The Commission’s functions include registering and regulating virtual and digital asset exchanges, other market venues, virtual asset service providers, digital asset operators and custodians of assets and securities. A securities exchange or registered exchange is defined broadly enough to include organized facilities that bring together or match bids and offers for securities, virtual assets, commodities and financial products.
The Act does not operate as a stand-alone exchange rulebook. Instead, it gives the SEC a statutory foundation to regulate digital-asset activity within securities and investment business. Relevant activities include dealing, arranging deals, managing assets, giving investment advice, operating collective investment schemes and creating investment contracts, where the underlying assets fall within the Act’s investment perimeter.
ISA 2025 preserves existing instruments made under the repealed 2007 Act if they were in effect at commencement. That savings language matters because SEC’s earlier digital-asset rules remain part of the implementation background unless replaced or amended. SEC’s rules index describes the 2022 Rules on Issuance, Offering Platforms and Custody of Digital Assets as covering issuance of digital assets as securities, Digital Assets Offering Platforms, Digital Asset Custodians, VASPs and Digital Assets Exchanges.
The resulting framework is therefore layered: the Act supplies the statutory perimeter, while SEC rules, circulars, checklists and approvals determine the operational details for issuers, exchanges, custodians and other service providers.
Implementation has continued through SEC programs and circulars. The Commission’s ARIP pathway fast-tracks VASPs and Digital Investment Service Providers into a focused sandbox for digital assets, tokenized products and automated financial platforms, with eligibility tied to Nigerian incorporation, Nigerian office presence and pending or intended SEC registration for virtual-asset services.
The principal dated implementation milestone identified for this profile is the SEC revised minimum-capital circular issued under ISA 2025. The circular applies to SEC-regulated entities including fintech operators and VASPs, sets capital floors for digital-asset categories such as DAOPs, DAPOs, DAXs and Digital Asset Custodians, and requires affected entities to comply by June 30, 2027. Editors should treat this post as a profile of the Act’s virtual/digital asset provisions and separately track SEC rule updates, capital circulars and ARIP registration status.
Section 357 defines securities to include virtual and digital assets, alongside investment contracts and other financial instruments.
The SEC may register and regulate virtual and digital asset exchanges, market venues, VASPs and digital asset operators.
The Second Schedule lists virtual assets, digital assets and other DLT offers, tokens and products as types of investments.
A registered exchange includes facilities for matching bids and offers for securities, virtual assets, commodities and financial products.
Investment business includes dealing, arranging, management, advice, collective investment scheme activity and investment contracts.
Section 355 empowers SEC rules concerning digital and virtual asset services, private keys, confiscation wallets and identity requirements.
Orders, circulars, directions, authorizations and other instruments under the repealed 2007 Act continue if in effect at commencement.
SEC’s 2022 rules cover digital-asset issuance, DAOPs, custodians, VASPs and digital asset exchanges.
SEC’s 2026 circular sets revised capital floors for DAOPs, DAXs, custodians, token issuers and other VASP categories.
SEC published rules on digital-asset issuance, offering platforms, custody, VASPs and exchanges.
The Act carries a March 25, 2025 commencement date and is enacted by the National Assembly.
The Federal Republic of Nigeria published Act No. 2 as a supplement to Official Gazette No. 19.
SEC issued revised minimum capital requirements for regulated entities including VASP categories.
Federal Government Printer, National Assembly of Nigeria, Securities and Exchange Commission, Nigeria
Digital assets, DLT tokens, Tokenized assets, Virtual assets
This profile covers the virtual/digital asset provisions of Nigeria’s ISA 2025, not the full Act. Editors should track SEC rules and circulars because the Act gives the Commission broad delegated rulemaking authority.
