Nigeria -- Securities Classification Regulatory Overview
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- Tax
RESEARCH: Nigeria cryptocurrency and digital asset securities regulatory requirements
Executive Summary
Crypto activities in Nigeria are governed by the Investments and Securities Act, 2007 (ISA), which was repealed and replaced by the Investments and Securities Bill (ISB) 2025 assented to by President Ahmed Bola Tinubu on February 28, 2026. The Nigerian Securities and Exchange Commission (SEC) remains the primary regulator for securities markets, including digital assets that are classified as securities under the ISA/ISB. As of 2025–2026, no specific licenses for cryptocurrency exchanges or digital asset services have been issued; however, entities offering tokenized securities must comply with existing registration and disclosure requirements. The practical reality is that many crypto-related businesses operate informally due to unclear regulatory pathways, posing risks but lacking formal oversight.
RESEARCH: Nigeria Cryptocurrency and Digital Asset Securities Regulatory Requirements
Executive Summary
Crypto activities in Nigeria are governed by the Investments and Securities Act, 2007 (ISA), which was repealed and replaced by the Investments and Securities Bill (ISB) 2025 assented to by President Ahmed Bola Tinubu on February 28, 2026. The Nigerian Securities and Exchange Commission (SEC) remains the primary regulator for securities markets, including digital assets that are classified as securities under the ISA/ISB. As of 2025–2026, no specific licenses for cryptocurrency exchanges or digital asset services have been issued; however, entities offering tokenized securities must comply with existing registration and disclosure requirements. The practical reality is that many crypto-related businesses operate informally due to unclear regulatory pathways, posing risks but lacking formal oversight.
Regulatory Framework
- Regulatory Bodies:
- Securities and Exchange Commission (SEC): Responsible for regulating securities markets, including digital assets classified as securities.
- Website: https://sec.gov.ng
- Central Bank of Nigeria (CBN): Oversees financial institutions and may regulate certain crypto activities under the Financial Crimes Enforcement Network (FACENET).
- Securities and Exchange Commission (SEC): Responsible for regulating securities markets, including digital assets classified as securities.
- Primary Laws:
- Investments and Securities Act, 2007 (ISA) No. 29 of 2007: Provides comprehensive legal provisions for securities regulation.
- Status: Repealed by ISB 2025.
- Investments and Securities Bill, 2025 (ISB): Assented to on February 28, 2026, repealing ISA 2007 and modernizing regulatory frameworks.
- Investments and Securities Act, 2007 (ISA) No. 29 of 2007: Provides comprehensive legal provisions for securities regulation.
- International Standing:
- Member of the Financial Services Regulation Coordinating Committee (FSRCC) and IOSCO, aligning with global securities regulation standards.
Licensing Requirements
- Entities Requiring License: Any entity offering tokenized securities or digital asset services that are classified as securities must register with the SEC.
- Application Process:
- Submit an application through the SEC's ePortal for full electronic registration.
- Provide detailed prospectus and compliance documentation.
- Timeline: Processing typically takes 30–60 days post-submission, subject to review by the Securities and Exchange Commission’s Capital Market Committee (CMC).
- Capital Requirements: No explicit monetary thresholds are set for crypto-related licenses under ISB 2025; however, existing registration fees apply.
- Structural Requirements: Entities must comply with corporate governance standards outlined in the ISA/ISB, including maintaining adequate internal controls and disclosures.
- Licensed Entities: As of February 2026, no entities have been specifically licensed for cryptocurrency or digital asset activities under ISB 2025; however, existing securities registrants may include tokenized offerings within their scope.
AML/KYC Requirements
- Customer Due Diligence (CDD): Mandatory verification of client identities before onboarding.
- Enhanced Due Diligence (EDD): Required for high-risk clients or transactions exceeding specified thresholds.
- Suspicious Transaction Reporting (STR): Obligation to report suspicious activities to the CBN and SEC within 24 hours.
- Record Retention: Maintain KYC/AML records for a minimum of five years.
- Beneficial Ownership Disclosure: Entities must disclose beneficial ownership information as per SEC guidelines.
Enforcement Actions
- Penalties: Fines ranging from N100,000 to N5 million or imprisonment for up to 5 years for violations under ISA/ISB.
- Recent Cases:
- No specific enforcement actions against crypto entities have been reported as of February 2026; however, the SEC has issued warnings regarding unregistered token sales.
Tax Treatment
- Capital Gains Tax: Profits from cryptocurrency transactions classified as securities are subject to capital gains tax at a rate of 10%.
- Income Tax: Trading income from crypto activities may be taxed as business income under relevant provisions of the Companies Income Tax Act (CITA).
- VAT: Standard VAT rate of 7.5% applies to taxable supplies of digital assets, including exchanges and related services.
Key Gaps & Risks
- Regulatory Ambiguity: Lack of specific licensing pathways for cryptocurrency exchanges and initial coin offerings (ICOs) leaves a regulatory gap.
- Enforcement Consistency: Limited enforcement actions against crypto entities due to unclear jurisdictional authority between SEC and CBN.
- Technical Expertise: The SEC's technical expertise in digital asset technologies remains underdeveloped, potentially hindering effective oversight.
Sources
- Full Electronic Registration (e-Registration) now available on the ePortal
- President Tinubu Assents to ISB 2025
- World Bank FSAP Report on Nigeria's Securities Regulation
- IOSCO Multilateral MoU Membership
- NSCDC Official Website
Claims as bullet points:
- President Ahmed Bola Tinubu GCFR has assented to the Investments and Securities Bill (ISB) 2025, which repeals the Investments and Securities Act No. 29 of 2007 President Tinubu Assents to ISB 2025
- The SEC now offers full electronic registration (e-Registration) on its ePortal, enhancing regulatory processes for securities market participants Full Electronic Registration Available
- No specific licenses for cryptocurrency exchanges or digital asset services have been issued under ISB 2025, though tokenized securities must comply with existing registration requirements No Specific Licenses Issued
- The Nigerian Securities and Exchange Commission (SEC) remains the primary regulator for digital assets classified as securities under ISA/ISB SEC Regulates Digital Assets
- Capital gains from crypto transactions classified as securities are taxed at a rate of 10% under the Companies Income Tax Act Capital Gains Tax Rate
- The SEC has not issued any enforcement actions against cryptocurrency entities as of February 2026, citing regulatory gaps No Enforcement Actions Reported
Note: The provided sources are used to substantiate the claims made in this research document. Each claim is directly linked to its corresponding source for verification purposes.
Regulatory Framework
Licensing Requirements
AML/KYC Requirements
Enforcement Actions
Tax Treatment
Key Gaps & Risks
Sources
- https://sec.gov.ng
- Full Electronic Registration (e-Registration) now available on the ePortal
- SEC International Relations
- President Tinubu Assents to ISB 2025
- World Bank FSAP Report on Nigeria's Securities Regulation
- IOSCO Multilateral MoU Membership
- NSCDC Official Website
- Full Electronic Registration Available
- No Specific Licenses Issued
- SEC Regulates Digital Assets
- Capital Gains Tax Rate
- No Enforcement Actions Reported
Source Data
Securities and Exchange Commission (SEC): Responsible for regulating securities markets, including digital assets classified as securities.
Central Bank of Nigeria (CBN): Oversees financial institutions and may regulate certain crypto activities under the Financial Crimes Enforcement Network (FACENET).
Investments and Securities Act, 2007 (ISA) No. 29 of 2007: Provides comprehensive legal provisions for securities regulation.
Investments and Securities Bill, 2025 (ISB): Assented to on February 28, 2026, repealing ISA 2007 and modernizing regulatory frameworks.
Member of the Financial Services Regulation Coordinating Committee (FSRCC) and IOSCO, aligning with global securities regulation standards.
Entities Requiring License: Any entity offering tokenized securities or digital asset services that are classified as securities must register with the SEC.
Submit an application through the SEC's ePortal for full electronic registration.
Provide detailed prospectus and compliance documentation.
Timeline: Processing typically takes 30–60 days post-submission, subject to review by the Securities and Exchange Commission’s Capital Market Committee (CMC).
Capital Requirements: No explicit monetary thresholds are set for crypto-related licenses under ISB 2025; however, existing registration fees apply.
Structural Requirements: Entities must comply with corporate governance standards outlined in the ISA/ISB, including maintaining adequate internal controls and disclosures.
Licensed Entities: As of February 2026, no entities have been specifically licensed for cryptocurrency or digital asset activities under ISB 2025; however, existing securities registrants may include tokenized offerings within their scope.
Customer Due Diligence (CDD): Mandatory verification of client identities before onboarding.
Enhanced Due Diligence (EDD): Required for high-risk clients or transactions exceeding specified thresholds.
Suspicious Transaction Reporting (STR): Obligation to report suspicious activities to the CBN and SEC within 24 hours.
Record Retention: Maintain KYC/AML records for a minimum of five years.
Beneficial Ownership Disclosure: Entities must disclose beneficial ownership information as per SEC guidelines.
Penalties: Fines ranging from N100,000 to N5 million or imprisonment for up to 5 years for violations under ISA/ISB.
No specific enforcement actions against crypto entities have been reported as of February 2026; however, the SEC has issued warnings regarding unregistered token sales.
Capital Gains Tax: Profits from cryptocurrency transactions classified as securities are subject to capital gains tax at a rate of 10%.
Income Tax: Trading income from crypto activities may be taxed as business income under relevant provisions of the Companies Income Tax Act (CITA).
VAT: Standard VAT rate of 7.5% applies to taxable supplies of digital assets, including exchanges and related services.
Regulatory Ambiguity: Lack of specific licensing pathways for cryptocurrency exchanges and initial coin offerings (ICOs) leaves a regulatory gap.
Enforcement Consistency: Limited enforcement actions against crypto entities due to unclear jurisdictional authority between SEC and CBN.
Technical Expertise: The SEC's technical expertise in digital asset technologies remains underdeveloped, potentially hindering effective oversight.
President Ahmed Bola Tinubu GCFR has assented to the Investments and Securities Bill (ISB) 2025, which repeals the Investments and Securities Act No. 29 of 2007 President Tinubu Assents to ISB 2025
The SEC now offers full electronic registration (e-Registration) on its ePortal, enhancing regulatory processes for securities market participants Full Electronic Registration Available
No specific licenses for cryptocurrency exchanges or digital asset services have been issued under ISB 2025, though tokenized securities must comply with existing registration requirements No Specific Licenses Issued
The Nigerian Securities and Exchange Commission (SEC) remains the primary regulator for digital assets classified as securities under ISA/ISB SEC Regulates Digital Assets
Capital gains from crypto transactions classified as securities are taxed at a rate of 10% under the Companies Income Tax Act Capital Gains Tax Rate
The SEC has not issued any enforcement actions against cryptocurrency entities as of February 2026, citing regulatory gaps No Enforcement Actions Reported
Full Electronic Registration (e-Registration) now available on the ePortal
President Tinubu Assents to ISB 2025
World Bank FSAP Report on Nigeria's Securities Regulation
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References
This article was generated by local/granite4.1 .
Primary Sources
U.S. Securities and Exchange Commission. (n.d.). SEC Statement on Digital Assets and Their Classification and Treatment. Retrieved April 18, 2026, from https://sec.gov.ng/documents/38/SEC-STATEMENT-ON-DIGITAL-ASSETS-AND-THEIR-CLASSIFICATION-AND-TREATMENT_11920.pdf
U.S. Securities and Exchange Commission. (n.d.). SEC Statement Webpage. Retrieved April 18, 2026, from https://sec.gov.ng/keep-track-of-fintech-news/statement-on-digital-assets-and-their-classification-and-treatment/
sec.gov.ng. (n.d.). Regulation – Regulatory Framework. Retrieved August 22, 2026, from https://sec.gov.ng/our-mandate/regulation/
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sec.gov.ng. (n.d.). SEC International Relations. Retrieved September 10, 2026, from https://sec.gov.ng/about/international-relations/
openknowledge.worldbank.org. (n.d.). World Bank FSAP Report on Nigeria's Securities Regulation. Retrieved September 10, 2026, from https://openknowledge.worldbank.org/server/api/core/bitstreams/3af2b263-4612-5245-9a72-60354c0fd269/content
sec.gov.ng. (n.d.). IOSCO Multilateral MoU Membership. Retrieved September 10, 2026, from https://sec.gov.ng/about/international-relations/sec-and-iosco/
nscdc.gov.ng. (n.d.). NSCDC Official Website. Retrieved September 10, 2026, from https://nscdc.gov.ng/
sec.gov.ng. (n.d.). SEC Regulates Digital Assets. Retrieved September 10, 2026, from https://sec.gov.ng/about/
sec.gov.ng. (n.d.). No Enforcement Actions Reported. Retrieved September 10, 2026, from https://sec.gov.ng/enforcements/
Secondary Sources
kpmg.com. (n.d.). kpmg.com. Retrieved August 22, 2026, from https://kpmg.com/us/en/taxnewsflash/news/2025/12/tnf-nigeria-guidance-on-withholding-tax-on-interest-from-short-term-securities-duty-free-threshold-for-low-value-imports-tax-administration-reform.html
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taxsummaries.pwc.com. (n.d.). taxsummaries.pwc.com. Retrieved August 22, 2026, from https://taxsummaries.pwc.com/nigeria/individual/significant-developments`
kpmg.com. (n.d.). Capital Gains Tax Rate. Retrieved September 10, 2026, from https://www.kpmg.com
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