Nigeria SEC Digital Asset Issuance, Platform and Custody Rules

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.