The Securities and Exchange Commission of Nigeria published the Proposed Rules on Digital and Virtual Assets Operations, Custody and Markets on 20 August 2026. The document was released at exposure stage, with written comments invited within two weeks of the date of exposure and directed to the Commission's Rules Committee. The Rules are not yet in force.
The Rules are made under the Investments and Securities Act 2025 and are organised into nine sections covering registration, business conduct, authorised virtual asset services, custody, issuance and market operations, whitepaper disclosure, digital assets determined to be securities, and digital asset offerings. Rule 5(4)(a) requires a Digital Asset Custodian to keep not less than eighty per cent of client digital or virtual assets in cold storage. Rule 5(6) requires multi-signature or equivalent controls so that no single person can authorise a material transaction. Rule 2(2)(d)(i) sets the Accelerated Regulatory Incubation Programme at two years unless the Commission specifies otherwise.
Six registrable functions are created: Digital Asset Exchange, Digital Asset Custodian, Digital Asset Offering Platform, Digital Asset Platform Operator, Real-World Asset Tokenisation Platform, and Virtual Asset Service Provider. The Rules reach entities operating in Nigeria, entities providing services to Nigerian residents, and entities targeting the Nigerian market through direct, indirect or digital channels. Offshore exchanges and custodians serving Nigerian users therefore fall within scope on the face of the drafting.
Rule 7(3)(d) allows the Commission fourteen business days to determine a complete whitepaper filing. Rule 9(3)(f) requires an issuer to refund all monies or assets collected from investors within five business days of the offer closing date where an offering falls below its soft cap. The exposure draft requires applicants to demonstrate financial capacity but sets no express minimum paid-up capital figure, and an Accelerated Regulatory Incubation Programme approval does not amount to full registration as a capital market operator.
Licentium advises digital asset businesses on regulatory perimeter questions and licence applications across multiple jurisdictions. Work we undertake includes exposure draft responses, registration category analysis, custody and segregation policy drafting, and cross-border scoping for offshore platforms serving regulated markets.