Nigeria’s digital asset regulatory landscape continues to evolve. Following the signing of the Presidential Executive Order on Virtual Assets Coordination, 2026 (the “Executive Order”) by President Bola Ahmed Tinubu on 17 July 2026, the Securities and Exchange Commission (“SEC”) released the Proposed Rules on Digital and Virtual Asset Operations, Custody and Markets (the “Proposed Rules”) for stakeholder comments. The Proposed Rules seek to establish a comprehensive framework governing digital and virtual asset activities, while promoting innovation, market integrity, investor protection, and regulatory coordination within the sector.
The Executive Order established a Virtual Asset Council comprising key regulatory and government agencies to promote coordination in the regulation of virtual assets, while preserving the statutory mandates of the respective regulators. Against this backdrop, SEC published the Proposed Rules on 20 August 2026, signalling a significant expansion of its regulatory framework for digital and virtual assets within the Nigerian capital market.
Scope of the Proposed Rules
The Proposed Rules seek to regulate digital and virtual asset activities constituting investments and securities business in Nigeria, including issuance and offering, tokenisation and lifecycle management, trading, custody, transfer and settlement, and investment and advisory services. They would apply not only to persons operating in Nigeria, but also to persons providing services to Nigerian residents or targeting Nigerian investors or the Nigerian market, whether directly, indirectly or digitally.
Key Features.
- Expanded Regulatory Categories.
The Proposed Rules introduce distinct regulatory categories for participants in the digital asset ecosystem, including:
- Digital Asset Exchanges (DAXs) – platforms facilitating secondary trading;
- Digital Asset Custodians (DACs) – entities providing custody or control of digital assets or private keys;
- Digital Asset Platform Operators (DAPOs) – platforms involved in issuance, offering, tokenisation, minting, redemption or lifecycle management;
- Digital Asset Offering Platforms (DAOPs) – platforms facilitating primary digital asset offerings;
- Real-World Asset Tokenisation Platforms (RATOPs) – platforms facilitating the tokenisation and lifecycle management of real-world assets; and
- Virtual Asset Service Providers (VASPs) – persons providing specified virtual asset services, including exchange and transfer services.
This classification reflects a shift towards regulating digital asset businesses according to the nature and function of the activity undertaken, rather than treating the ecosystem as a single regulatory category.
2.Capital and Registration Requirements.
The Proposed Rules prescribe the following minimum capital and registration requirements:
| Category | Minimum Capital | Registration Fee |
| DAX | ₦2 billion | ₦30 million |
| DAC | ₦2 billion | ₦30 million |
| DAPO | ₦500 million | ₦30 million |
| DAOP | ₦500 million | ₦30 million |
| RATOP | ₦500 million | ₦30 million |
| VASP | ₦200 million | ₦15 million |
Applicants would also pay applicable processing and application fees and maintain a fidelity insurance bond of at least 25% of the applicable minimum paid-up capital.
The Proposed Rules retain the Accelerated Regulatory Incubation Programme (ARIP), allowing SEC to assess qualifying innovative business models before full registration, while certain existing operators may, in specified circumstances, proceed directly to formal registration.
3. Digital Asset Offerings, Market Integrity and Investor Protection.
Digital asset offerings would be subject to disclosure, governance, risk-management and investor-protection requirements. Retail investors would generally be limited to ₦1 million per issuer and ₦10 million in aggregate across digital asset offerings within a twelve-month period, with enhanced risk disclosures and consent requirements applying in specified circumstances.
DAXs would also face enhanced market surveillance obligations, including controls against wash trading, self-trading, spoofing, layering, market manipulation and insider trading. Trading controls such as circuit breakers, trading halts and volatility controls would be required. Certain activities, including OTC and P2P trading, automated market-making, liquidity pools, derivatives, perpetual swaps, CFDs and leveraged tokens, would require express SEC approval.
4. Stablecoins Custody and Client Asset Protection.
The Proposed Rules introduce detailed safeguards for the security, segregation, recovery and protection of client assets and private keys. Client assets would be protected from claims against a custodian, while additional structural safeguards would apply where a DAX uses a related-party custodian.
The framework also establishes requirements for stablecoins and asset-referenced tokens used in SEC-regulated capital market activities. Proposed reserve requirements range from 100% for naira-backed and commodity-backed stablecoins to 120% for foreign-currency-backed and 150–200% for crypto-backed stablecoins, depending on relevant risk factors. A minimum 120% Liquidity Coverage Ratio and periodic reserve attestations are also contemplated. Foreign-issued stablecoins would require SEC recognition before being listed, traded, custodied, settled or promoted by regulated platforms in Nigeria.
5. Real-World Asset Tokenisation.
A notable development is the proposed creation of the RATOP category, covering the tokenisation and lifecycle management of assets such as real estate, commodities, infrastructure, financial assets, intellectual property and royalty streams.
Tokenisation projects would require appropriate legal and ownership structures, including legal opinions addressing the rights attached to tokenised assets and the enforceability of token holders’ interests.
Regulatory Significance
The Proposed Rules represent a substantial expansion of SEC’s digital asset framework, covering the value chain from issuance and tokenisation through offering, custody, trading, settlement and wind-down. Their significance extends beyond SEC compliance, as digital asset businesses may simultaneously implicate securities, payments, foreign exchange, taxation, financial crime and data protection regulation. Businesses should therefore adopt a cross-regulatory approach rather than assuming SEC registration alone will satisfy all applicable requirements.
What This Means for Businesses.
Businesses currently operating or intending to operate within Nigeria’s digital asset ecosystem should:
- map their activities against the proposed regulatory categories;
- assess applicable capital, registration and licensing requirements;
- review their custody and client asset arrangements;
- assess stablecoin products against the proposed reserve and recognition requirements;
- review cross-border activities and exposure to Nigerian investors;
- assess AML/CFT, cybersecurity, governance and reporting requirements; and
- consider making representations to SEC during the consultation period.
Conclusion
The Proposed Rules were published on 20 August 2026, with stakeholders invited to submit comments within two weeks of exposure. The indicative deadline is 3 September 2026. Comments may be submitted to the Secretariat, Rules Committee via rulescommittee@sec.gov.ng, or through the Director-General of the SEC.
The Proposed Rules mark an important development in Nigeria’s evolving digital asset regulatory landscape. By extending oversight across issuance, tokenisation, custody, trading, stablecoins and real-world assets, SEC is moving towards a more comprehensive framework for innovation, investor protection and market integrity.
Given the potential capital, structural and compliance implications, businesses should commence immediate assessment of the Proposed Rules. Early regulatory mapping, appropriate restructuring and meaningful participation in the consultation process may be critical to positioning businesses for the next phase of Nigeria’s digital asset market.
By: Fahrd Adams – Associate, Lexworth Legal Partners
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