How To Register And Obtain License As A Virtual Assets Service Provider (VASP) In Nigeria

Introduction

The rapid growth of virtual assets and blockchain-based businesses has positioned Nigeria as one of Africa's most active digital asset markets. In response to this expansion, Nigerian regulators have increasingly taken steps to provide clarity, oversight, and investor protection within the virtual asset ecosystem. For businesses seeking to operate legally and sustainably in this space, understanding the applicable regulatory requirements is no longer optional but essential.

This article provides a practical guide on how to register and obtain a licence as a Virtual Asset Service Provider (VASP) in Nigeria. It examines the key laws, regulations, and regulatory institutions governing virtual asset activities, outlines the registration pathways available to VASPs, and explains the compliance obligations at each stage, from initial assessment and regulatory incubation to full registration and regularisation. The objective is to equip promoters, startups, and established digital asset businesses with a clear roadmap for navigating Nigeria's evolving VASP regulatory framework.

Regulatory framework

The regulatory landscape for virtual assets in Nigeria remains dynamic and evolving. The primary regulatory authority overseeing Virtual Asset Service Providers (VASPs) is the Securities and Exchange Commission (SEC). The following regulate Virtual Asset services in Nigeria;

1. Investment and Securities Act 2025

The SEC first set out its regulatory position on virtual crypto assets in a circular issued on 14 September 2020, titled Statement on Digital Assets and their Classification and Treatment, in which it affirmed that virtual crypto assets constitute securities and therefore fall within the SEC's regulatory jurisdiction. The ISA 2025 introduces substantial provisions relating to Virtual Asset Service Providers (VASPs). Under Section 3 of the Act, the SEC is reaffirmed as the apex regulator of the Nigerian capital market, and the Act expressly extends regulatory oversight to participants in the virtual asset ecosystem, including Virtual Asset Service Providers (VASPs), Digital Asset Offering Platforms (DAOPs), and Digital Asset Exchanges. Consequently, these entities are now legally required to register with the SEC and comply with its applicable rules and regulations.

2. Rules on Issuance, Offering Platforms and Custody of Digital Assets ("Digital Asset Rules), 2022

On 11 May 2022, the SEC issued its first regulatory framework, titled Rules on Issuance, Offering Platforms, and Custody of Digital Assets, to govern the operations of Virtual Asset Service Providers (VASPs). This framework was later amended to reflect evolving market dynamics and technological developments.

Under the Amended Rules, a Virtual Asset Service Provider may apply to the Commission for registration in any one of the following categories:

1. Digital Asset Offering Platforms (DAOP);
2. Digital Asset Exchanges (DAX)

• Digital Asset Custodians (DAC); or

1. Digital Asset Intermediaries (DAI).

A VASP may register for only one of these functions and is not permitted to combine two or more categories.¹

3. CBN Guidelines on Operations of Bank Accounts for Virtual Assets Service Providers (VASPs)

In December 2023, the Central Bank of Nigeria (CBN), acting pursuant to the powers conferred on it by the Central Bank of Nigeria Act, 2007 and the Banks and Other Financial Institutions Act (BOFIA) 2020, issued the CBN Guidelines on the Operations of Bank Accounts for Virtual Asset Service Providers (VASPs). The Guidelines apply to institutions within the CBN's regulatory oversight and are intended to govern their dealings with Virtual Asset Service Providers in Nigeria.

At the core of the Guidelines is the requirement that all VASPs must apply to a CBN-regulated financial institution to open a designated bank account. Such applications must be accompanied by the following documentation:

1. evidence of a valid license issued by the Securities and Exchange Commission (SEC) authorizing the entity to operate as a VASP;
2. a certified true copy of the memorandum and articles of association;

• a certified true copy of Form CAC 2 – Statement of Share Capital and Return of Allotment of Shares;

2. a certified true copy of Form CAC 2.1 – Particulars of Secretary;

3. a certified true copy of Form CAC 3 – Notice of Registered Address;

4. a certified true copy of Form CAC 7 – Particulars of Directors;

• a verifiable registered address of the company;
• a copy of the Certificate of Capital Importation (CCI), where applicable;

1. valid means of identification for all directors, principal officers, and beneficial owners;
2. the Bank Verification Number (BVN) of all directors, principal officers, and beneficial owners;
3. the home addresses of all directors, principal officers, and beneficial owners;

• the entity's Anti-Money Laundering (AML), Counter-Financing of Terrorism (CFT), and Counter-Proliferation Financing (CPF) policies;
• all other requirements applicable to the opening of a corporate account under the CBN's Ongoing Due Diligence (ODD) Regulations; and
• any additional requirements that the CBN may prescribe from time to time.²

Initial Assessment Filing

All promoters, entities, or businesses intending to undertake initial digital asset offerings (including VASPs) in Nigeria, or that are targeted at Nigerian investors, are required to complete and submit an initial assessment form together with a draft white paper. The initial assessment filing must include details of the proposed digital asset offering, the distributed ledger technology to be used, information on the issuer, and a legal opinion justifying whether the tokens to be offered should be classified as securities or otherwise.

Upon receipt of a complete initial assessment filing, the Commission is required to review the submission within 30 days to determine whether the proposed digital asset qualifies as a "security" under the Investment and Securities Act 2025. Where the digital asset is classified as a security, the issuer must subsequently apply for the registration of the securities.³

The Accelerated Regulatory Incubation Program (ARIP)

The result of the initial assessment filing determines whether a VASP promoter, entity, or business is eligible to apply to the SEC for participation in the Accelerated Regulatory Incubation Program (ARIP). Where an applicant is successful at the initial assessment stage, the SEC will notify the applicant of its eligibility to submit an application under the ARIP framework. The program enables crypto-related companies to obtain provisional licences.

1. Approvals granted under the ARIP regime have the following features:
   they take the form of an approval-in-principle (AIP) registration valid for a specified period not exceeding twelve (12) calendar months; and
2. Upon the expiration of the AIP period, qualified VASPs are transitioned to full registration, subject to compliance with all applicable registration requirements and any additional conditions that may be prescribed by the Commission from time to time.⁴

Regularization of registration

Applicants who are successful in the ARIP shall file an application for regularization of registration via the SEC ePortal. The application shall be accompanied with a request for registration of potential sponsored individuals/compliance officer who shall include the principal officers (i.e. CEO, COO, RO and CO) as well as the following corporate documents:

1. Certificate of Incorporation (original to be sighted)
2. Memorandum and Articles of Association which shall include the power to perform the specified function (with the object clause clearly stipulating the intended capital market activity (ies) and/or ancillary activities)
3. Company's CAC status report showing statement of share capital, return of allotment, and particulars of directors
4. Latest audited accounts (or audited statement of affairs of the company in the case of a new company)
5. Tax identification number (TIN) and clearance certificate
6. The Commission may request such other documents as it considers necessary for registration⁵

Conclusion

Nigeria's regulatory framework for Virtual Asset Service Providers reflects a deliberate effort by regulators to balance innovation with market integrity, financial stability, and investor protection. Through the combined effect of the Investment and Securities Act 2025, the SEC's Digital Asset Rules, and the CBN Guidelines on VASP banking operations, a clear though evolving pathway has been established for virtual asset businesses seeking to operate lawfully in Nigeria.

While the registration process involves multiple stages, including initial assessment, regulatory incubation under the ARIP, and eventual regularization, these requirements are designed to promote transparency, accountability, and sound corporate governance within the digital asset ecosystem. Prospective VASPs must therefore approach the licensing process with careful planning, robust compliance structures, and a clear understanding of their regulatory obligations. Ultimately, VASPs that successfully navigate this framework stand to benefit from increased regulatory certainty, access to the formal financial system, and enhanced credibility in one of Africa's most dynamic digital asset markets.

Footnotes

1. https://sec.gov.ng/documents/8/Rules-on-Issuance-Offering-and-Custody-of-Digital-Assets.pdf

2.https://www.cbn.gov.ng/out/2024/fprd/guidelines%20on%20operations%20of%20bank%20accounts%20for%20virtual%20asset%20providers.pdf

3. Part VII of A Framework on Accelerated Regulatory Incubation Program for the Onboarding of Virtual Assets Service Providers (VASPs) and other Digital Investments Service Providers (DISPs) https://sec.gov.ng/documents/1294/ARIP-Framework-for-the-Onboarding-of-VASPs_4624.pdf

4. Part VI of A Framework on Accelerated Regulatory Incubation Program for the Onboarding of Virtual Assets Service Providers (VASPs) and other Digital Investments Service Providers (DISPs) https://sec.gov.ng/documents/1294/ARIP-Framework-for-the-Onboarding-of-VASPs_4624.pdf

5. Part XIII of A Framework on Accelerated Regulatory Incubation Program for the Onboarding of Virtual Assets Service Providers (VASPs) and other Digital Investments Service Providers (DISPs) https://sec.gov.ng/documents/1294/ARIP-Framework-for-the-Onboarding-of-VASPs_4624.pdf

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.