Crypto Law Profile
Nigeria SEC rules for digital asset securities, DAOPs, DACs, VASPs and DAXs, covering initial assessment, issuer registration, platform licensing, custody safeguards, AML/CFT and disclosures.
Nigeria SEC Digital Asset Issuance, Platform and Custody Rules refers to the Securities and Exchange Commission, Nigeria’s Rules on Issuance, Offering Platforms and Custody of Digital Assets, dated May 11, 2022. The rules form a Nigerian capital-markets framework for digital asset offerings, digital asset offering platforms, digital asset custodians, virtual asset service providers, and digital asset exchanges. As of June 5, 2026, the 2022 rules should be read together with later SEC implementation measures, the Investments and Securities Act 2025, and SEC’s 2026 revised minimum-capital guidelines.
The rules apply to issuers seeking to raise capital through digital asset offerings and define a digital asset as a digital token representing assets such as debt or equity claims on the issuer. Digital asset offerings include ICOs and other distributed-ledger-technology offers. The framework follows the SEC’s earlier 2020 position that virtual crypto assets are treated as securities unless proven otherwise, with issuers or sponsors expected to make an initial assessment filing where jurisdiction is in question.
Under the 2022 rules, promoters, entities, or businesses proposing initial digital asset offerings in Nigeria or targeting Nigerians must submit an assessment form and draft white paper, except for follow-on offerings. The SEC reviews a complete initial assessment filing within 30 days to determine whether the proposed digital asset constitutes a security under the Investment and Securities Act 2007. Where the asset is determined to be a security, the issuer must apply to register the digital assets.
The rules include fundraising and investor-protection controls for initial digital asset offerings. An issuer may raise up to 20 times shareholders’ funds within a continuous 12-month period, subject to a ₦10 billion ceiling or another ceiling set by the SEC. If the amount raised is below the soft cap, the issuer must refund token-holder funds within five business days after the offer closes. Retail investment is capped at ₦200,000 per issuer and ₦2 million across a 12-month period, while qualified institutional and high-net-worth investors are not subject to the same monetary cap.
Part B creates registration requirements for Digital Assets Offering Platforms, defined as electronic platforms operated for offering digital assets. DAOP applicants must comply with VASP requirements, file SEC forms, pay prescribed fees, show ₦500 million minimum paid-up capital under the 2022 rules, and maintain a fidelity bond covering at least 25% of the minimum paid-up capital.
Part C covers Digital Asset Custodians, defined as persons providing safekeeping, storing, holding, or custody of virtual assets or digital tokens for another person. Custodian obligations include acting in clients’ best interests, preventing unauthorized access, maintaining transparent fees, managing risks, implementing AML/CFT/PF controls, protecting client data, and aligning custody practices with industry standards. Custodians must also maintain key-management controls, multi-factor authentication, segregated client assets, transaction records, outsourcing controls, and SEC access to records.
Part D defines VASPs broadly to include entities conducting exchange, transfer, safekeeping, administration, or financial services relating to an issuer’s offer or sale of a virtual asset. It applies to Nigerian-facing platforms and to foreign or non-resident operators actively targeting Nigerian investors. VASP obligations include fair treatment, clear disclosures, risk acknowledgements, transparent fees, AML/CFT controls, platform risk warnings, complaints information, SEC access, and incident notification.
The Investments and Securities Act 2025 now expressly includes virtual assets, digital assets, and other DLT offers, tokens, and products in the statutory list of investments. SEC’s 2026 minimum-capital guidelines also change the practical capital position for digital asset operators: existing regulated entities must meet revised capital requirements by June 30, 2027, while compliance is a precondition for new capital-market-operator registration from Jan. 16, 2026. The revised table lists ₦1 billion for DAOPs and ₦2 billion for DAXs and Digital Asset Custodians.
This profile is therefore best treated as a Nigeria SEC digital-asset regime profile centered on the 2022 rules, not as a standalone cryptocurrency statute. Its main relevance is to token issuance, platform authorization, custody, VASP registration, exchange oversight, investor disclosures, AML/CFT controls, and SEC supervision of Nigerian-facing digital asset activity.
Issuers proposing offerings in Nigeria or targeting Nigerians must submit an assessment form and draft white paper before SEC classification.
If the SEC determines that a digital asset is a security, the issuer must apply to register the digital assets under the SEC framework.
The rules set issuer fundraising caps, soft-cap refund rules, and retail investor limits of ₦200,000 per issuer and ₦2 million per 12 months.
Digital Assets Offering Platforms must register, meet VASP-linked requirements, file SEC forms, pay fees, and meet capital/fidelity-bond conditions.
Digital Asset Custodians must protect client assets, manage keys, segregate client assets, maintain records, and control outsourcing risk.
VASPs include exchange, transfer, safekeeping, administration and offer-related services, including foreign operators targeting Nigerian investors.
Digital Asset Exchanges must register, meet capital and fidelity-bond requirements, submit rules for approval, and provide trading and compliance reports.
SEC’s 2026 guidelines revise capital thresholds, including ₦1bn for DAOPs and ₦2bn for DAXs and Digital Asset Custodians.
SEC stated that virtual crypto assets are securities unless proven otherwise and described initial assessment filings.
SEC published rules covering issuance, DAOPs, DACs, VASPs and DAXs.
SEC listed ARIP participants and used ARIP as an approval-in-principle pathway for VASPs and DISPs.
ISA 2025 included virtual assets, digital assets and DLT offers, tokens and products in the statutory investment schedule.
SEC issued binding revised minimum-capital guidelines for regulated capital-market entities, including digital-asset operators.
Securities and Exchange Commission, Nigeria
Crypto assets, Digital assets, Digital tokens, Security tokens, Virtual assets
This profile covers the SEC Nigeria 2022 digital-asset rules. Current application should be checked against later SEC implementation materials, the Investments and Securities Act 2025, and 2026 revised minimum-capital guidelines.
