Cryptocurrency, Blockchain & Digital Asset Business Registration in Nigeria

The SEC currently provides the following licenses:

Digital Asset Exchange (DAX): an online platform for trading virtual and digital assets, regulated by the SEC with a minimum share capital requirement of ₦2 Billion.

Digital Asset Offering Provider (DAOP): licensed platforms for digital asset offerings such as ICOs, carrying a minimum share capital of ₦1 Billion.

Digital Asset Custodians (DACs): engaged in the safekeeping of digital assets invested in ICOs, with a share capital requirement of ₦2 Billion.

Ancillary VASP (AVASP): covers non-custodial services such as crypto wallet services (originally defined as Virtual Asset Service Providers — platforms facilitating exchanges between crypto and fiat, exchanges between virtual assets, transfers, safekeeping, and related financial services). Minimum share capital: ₦300 Million.

Digital Asset Platform Operator (DAPO): for platforms offering and issuing newly minted digital assets, and token issuers. Minimum share capital: ₦500 Million.

Digital Asset Intermediary (DAI): for digital asset brokers, portfolio managers and digital investment advisors. Minimum share capital: ₦500 Million.

Real-World Assets Tokenization & Offering Platforms (RATOP): for tokenization of physical assets such as real estate. Minimum share capital: ₦1 Billion.

SEC licensing typically involves two processes:

The SEC Regulatory Incubator (RI) Sandbox — for new crypto start-ups offering innovative blockchain-based services requiring controlled testing and observation; admission typically lasts a year.

The Accelerated Regulatory Incubator Program (ARIP) — for crypto service businesses already operating before the SEC 2022 rules, seeking formal registration; admission typically lasts up to twelve months.

Admission is open to Nigerian companies, or companies licensed by an overseas securities operator (e.g. MISA registration in Europe). Foreign businesses seeking SEC licensing must register a foreign-owned Nigerian company with the CAC and procure a Certificate of Capital Importation (CCI); the CEO or managing director of an applicant company must be resident in Nigeria. Businesses must offer innovative products, solutions, technologies or services to the Nigerian capital market.

Admission requirements include: an admission assessment form with a fee of ₦50,000 (RI) or ₦200,000 (ARIP); evidence of shareholders' funds; a 25% fidelity bond; four sponsored individuals representing the company; a processing fee of ₦2 million (ARIP only); proof of registration with the Nigerian Financial Intelligence Unit (NFIU); a letter of “no objection” from other sectoral regulators where applicable; company incorporation documents; and an end-to-end schematic of the applicant's proposed business or product operation (especially for RI admission).

Note: admission into the RI gives the SEC discretionary power to waive rules for applicants with particularly innovative products.

No — P2P trading has not been rendered illegal by the SEC Rules. However, facilitating P2P trading for a fee is treated by the SEC as running an unlicensed crypto business, which can attract serious penalties.

If caught, this can attract a fine of at least ₦10–20 Million, in addition to possible imprisonment of 5–10 years and asset forfeiture.

Start-up techpreneurs should first consult a lawyer to determine viability, but the following options exist under varying degrees of regulatory control:

1. Strategic partnership with SEC-licensed crypto businesses via umbrella agreements.

2. Seeking alternative SEC licensing as digital, corporate or individual sub-brokers or crowdfunding intermediaries (minimum share capital of ₦10–200 million) and entering digital asset service partnership agreements with SEC-licensed businesses.

3. Seeking CBN licensing as payment gateways for crypto service companies focused on facilitating fiat payments (minimum share capital of at least ₦100 million). Umbrella agreements are also possible with CBN licensing.