Digital asset regulation and tokenization in Nigeria

A business seeking to issue a tokenized asset or open a platform in Nigeria faces a regulated market with several entry routes. Bringing digital assets within ISA 2025 and establishing ARIP does not mean every model can operate under the same approval.

The decision depends on the issued right and each entity’s functions. A payment business, marketplace and tokenization platform may require different assessments involving the SEC and CBN. Capital requirements and testing conditions also affect the budget and actual launch scope.

What ISA includes and how to classify the product

The Investments and Securities Act 2025, effective from 25 March 2025, replaces the 2007 Act. It includes virtual and digital assets within securities and investments and gives the SEC powers over providers and markets. Inclusion establishes a regulated perimeter; it does not turn every token into a company share or authorise its marketing.

This requires reconciliation with section 79 and Schedule Five of the Nigeria Tax Administration Act 2025, which distinguishes assets qualifying as securities and provides for presidential designation of an authority. Aluko & Oyebode's analysis identifies this legislative tension. Classification must examine rights, purpose and applicable supervision, without treating all assets identically.

How SEC, CBN and tax authorities coordinate

The coordination order announced in July 2026 establishes a council chaired by the Central Bank of Nigeria, CBN, with SEC and Nigeria Revenue Service, NRS, as vice-chairs, alongside NFIU and the national security adviser's office. Coordination neither replaces each agency's statutory responsibilities nor independently creates commercial authorisation.

The CBN sandbox expressly distinguishes stablecoins, payment tokens and non-security digital assets with payment, settlement or store-of-value functions. Admission does not replace other authorities' registrations. The SEC retains its capital-market pathway; mixed products require classification before selecting an entity, infrastructure and application route.

What ARIP permits and which authorisation remains pending

The ARIP onboarding checklist requires initial assessment, corporate documentation, resident management, an operational plan, controls and evidence of NFIU registration. The SEC determines approval and participation duration. There is no automatic conversion after twelve months or unrestricted permission covering every service and customer group.

The SEC notice published on 13 August 2026, signed on 12 August, admits three additional entities and states that approval in principle is not final licensing. The exact entity, activities and conditions must be checked. Separately, the CBN testing pathway confines operations to approved parameters and does not grant permanent permission.

How to structure a tokenized asset offering

The May 2022 SEC digital-asset rules distinguish digital securities issuance, offering platforms, custody, providers and exchanges. Selection depends on actual functions: issuance, distribution, trading and custody are not interchangeable activities. Provider authorisation also does not demonstrate that a particular offer has met its disclosure and approval requirements.

The 2026 capital schedule introduces real-world asset tokenization and offering platforms, RATOP. Prudential recognition does not establish automatic transfer of land ownership. Each structure must identify the underlying-asset owner, enforceable investor rights, issuance documentation, custody and insolvency treatment; a technical record does not independently resolve those questions.

Which capital, banking controls and tax duties to anticipate

The March 2026 capital guidelines prescribe, among other categories, NGN2 billion for digital exchanges and custodians and NGN1 billion for RATOP. They distinguish new applications from existing operators, whose general compliance deadline is 30 June 2027. Client assets and shareholder loans do not qualify as eligible capital.

The December 2023 banking circular permits regulated banking relationships with VASPs but retains the prohibition on banks and other financial institutions dealing in virtual currencies on their own account. Opening an account does not replace provider authorisation. ARIP controls include AML, transfer information, incident management and restrictions on misleading communications.

NRS tax circular 2026/21, dated 31 July, addresses classification, valuation, registration and provider obligations. It distinguishes asset transfers from services subject to VAT and addresses withholding and stamp-duty cases. Tax cost depends on the taxpayer, transaction and residence; it cannot be reduced to one rate or inferred from SEC permission.

What to assemble before choosing an entry route

Define the product and separate issuance, distribution, trading, custody and payments. That map should explain who is responsible to investors and how the token connects to its underlying asset; the prudential RATOP category does not replace documents establishing those rights.

Then check each participant’s permission, ARIP or sandbox conditions and applicable capital requirements. Budget eligible own funds, controls and tax separately. Approval in principle or an open bank account is one element of the project, not evidence of final authorisation for every activity.

To understand how this framework applies to your project, discuss your case with our team.