How to get SEC license for Digital Asset Companies in Nigeria (2025)

SEC-lincense

The digital assets landscape in Nigeria is experiencing rapid evolution, with cryptocurrency, tokenized securities, and blockchain-based financial services becoming increasingly mainstream.

As this sector grows, the Securities and Exchange Commission (SEC) of Nigeria has established a comprehensive regulatory framework to govern the registration and operation of Virtual Asset Service Providers (VASPs) and other digital asset businesses.

This guide offers a comprehensive 2025 walkthrough of the registration, licensing, and compliance processes needed to secure SEC authorization in Nigeria.

Table of contents

Understanding Digital Asset Regulation in Nigeria

The SEC’s approach to digital asset regulation aims to balance innovation with investor protection and market stability:

Regulatory Objectives

The SEC’s digital assets framework seeks to:

  • Protect investors from fraud and market manipulation
  • Maintain market integrity through transparent operations
  • Prevent financial crimes including money laundering and terrorism financing
  • Foster innovation in Nigeria’s digital financial ecosystem
  • Align with global standards for virtual asset regulation

Regulatory Scope

SEC’s jurisdiction covers a wide range of digital asset activities:

  • Issuance and sale of digital tokens
  • Operation of digital asset exchanges
  • Digital asset custody services
  • Investment management for virtual assets
  • Advisory services related to digital investments
  • Tokenized securities and security token offerings

Companies operating in these domains must obtain proper SEC registration to operate legally within Nigeria.

Who Needs SEC Registration for Digital Assets?

Your business requires SEC registration if it engages in any of the following activities:

Virtual Asset Service Providers (VASPs)

  • Cryptocurrency exchanges and trading platforms
  • Digital asset wallet providers
  • Crypto-asset custody services
  • Virtual asset transfer services
  • Peer-to-peer exchange platforms

Digital Investment Service Providers (DISPs)

  • Digital asset investment advisors
  • Virtual asset fund managers
  • Robo-advisors for cryptocurrency investments
  • Digital asset portfolio management services

Digital Token Issuers

  • Security Token Offering (STO) issuers
  • Initial Coin Offering (ICO) promoters
  • Digital token issuers and developers
  • Tokenized securities platforms

Other Digital Asset Businesses

  • Blockchain-based financial service providers
  • Crypto payment processors
  • Stablecoin issuers and managers
  • Digital asset market makers

If your business falls into any of these categories, securing proper SEC registration is essential for legal operation in Nigeria’s financial markets.

Initial Requirements for SEC Registration

Before beginning the application process, ensure your business meets these fundamental prerequisites:

1. Corporate Registration and Capital Requirements

  • Corporate Affairs Commission (CAC) Registration: Your company must be properly registered with the CAC, with all documentation current and compliant.
  • Minimum Share Capital: The current requirement is ₦500 million, though new regulations suggest an increase to ₦1 billion for digital assets companies. This capital must be fully paid up and evidenced in your company’s financial statements.

2. Physical Presence Requirements

  • Nigerian Office: Your company must maintain a physical office location within Nigeria that serves as your operational headquarters.
  • Executive Residence: The CEO or Managing Director must be a resident of Nigeria to ensure proper oversight and accessibility to regulators.

3. Governance and Operational Structure

  • Board Composition: Your company must have a properly constituted board with appropriate experience in financial services, technology, and regulatory compliance.
  • Organizational Structure: Clear delineation of responsibilities, including dedicated compliance, risk management, and customer service functions.
  • Operational Policies: Comprehensive policies governing all aspects of operations, including KYC/AML procedures, risk management, and customer protection.

4. Technical Infrastructure

  • Secure Systems: Robust technology infrastructure with appropriate security measures for handling digital assets.
  • Business Continuity: Comprehensive disaster recovery and business continuity plans.
  • Cybersecurity Framework: Advanced security protocols to protect customer assets and data.

Meeting these initial requirements is essential before proceeding with the formal application process.

Step-by-Step Guide to SEC Registration for VASPs in Nigeria

To legally operate as a Virtual Asset Service Provider (VASP), companies must undergo a three-phase SEC registration process:

Phase 1: Pre-Registration Requirements

Before applying to the SEC, ensure your company meets the following foundational requirements:

1. Corporate Affairs Commission (CAC) Registration & Share Capital

  • Your company must be fully registered with the Corporate Affairs Commission (CAC) in Nigeria.
  • The minimum share capital requirement is currently ₦500 million, with proposed increases to ₦1 billion for digital asset firms.

2. Physical Presence in Nigeria

  • You must maintain a physical office within Nigeria.
  • The CEO or Managing Director must reside in Nigeria, ensuring local oversight and accountability.
  • A clear legal structure, compliance plan, and operational strategy must be in place.
  • These structures must align with the SEC’s regulatory expectations for fintech and virtual asset services.

Phase 2: The SEC Registration and Licensing Process

The SEC’s registration process is designed to vet digital asset providers thoroughly. Here’s how it works:

A. ARIP Initial Assessment

  • Begin by completing the ARIP (Assessment of Regulatory and Institutional Preparedness) Initial Assessment Form.
  • This form helps the SEC determine if your company qualifies to operate as a VASP in Nigeria.
  • If rejected, SEC will provide feedback and guidance on corrective actions.

B. ARIP Application Phase

  • Upon passing the initial assessment, proceed to the ARIP Application Phase.
  • Submit a full application through an accredited legal adviser or solicitor.
  • Pay the non-refundable processing fee.
  • Successful applicants receive an Approval-in-Principle (AIP), permitting them to move to the next phase.

C. Post-Incubation Registration

  • After securing the AIP, your company can apply for full SEC registration.
  • Once approved, you’ll receive a formal operational license to function as a Virtual Asset Service Provider in Nigeria.

Key SEC Regulatory Frameworks for Fintech and Virtual Assets

The SEC’s oversight extends beyond registration—it includes continuous compliance with frameworks that promote:

  • Investor safety
  • Market transparency
  • Anti-money laundering (AML) standards
  • Corporate governance for fintech and digital asset platforms

The SEC’s evolving regulatory approach aims to support innovation while curbing illicit activities and maintaining Nigeria’s financial stability.

How We Can Help You with SEC Compliance and Licensing

The SEC registration process for digital asset companies in Nigeria can be complex and time-consuming—but you don’t have to navigate it alone.

Our legal and compliance team offers end-to-end support for fintech founders, legal teams, and VASPs, including:

  •  CAC incorporation & share capital structuring
  • Operational and legal compliance setup
  • ARIP assessment and application filing
  • Full SEC licensing and post-registration support

Ready to Start Your SEC Registration?

If you’re a fintech startup, digital exchange platform, crypto company, or blockchain-based service provider in Nigeria, now is the time to ensure full regulatory compliance.

How TCorporate Legal Advisory Can Help

At TCorporate Legal Advisory, we simplify SEC compliance for digital asset businesses in Nigeria.

Our services include:
– CAC incorporation and capital structuring
– Legal and operational compliance setup
– ARIP application preparation
– Post-registration support

Contact TCorporate today to begin your SEC licensing journey with full confidence in 2025.

Email: info@tcorporatelegaladvisory.com

Tel: 08062348867, 09080119975, 09080119980

Tabitha Onyinye  Uwakeme
Tabitha Onyinye  Uwakeme

Tabitha Onyinye Uwakeme is a corporate lawyer, regulatory advisor, and founder of TCorporate Legal Advisory, a firm transforming how African businesses access legal solutions. With offices in Abuja and Lagos. She has supported over 5,000 clients in navigating tax, regulatory, and business law complexities. A member of the Nigerian Bar Association and an Associate of the Chartered Institute of Taxation of Nigeria, Tabitha brings nearly a decade of experience in simplifying compliance for startups, multinationals, and public institutions. She also hosts Law on the Street, a vox pop program that breaks down legal concepts for everyday Nigerians, and leads free legal empowerment sessions to promote business growth through knowledge

Articles: 10

Related Posts

We take away the burden of the legal aspect of running an organization/company, protect our clients’ organization/company, and ensure that they comply with the law.
Quick Sitemap
Office Address
  • Lagos Office
    Workbay, Lagos City Mall, Onikan, Lagos Island, Lagos
  • Abuja Office
    No. 50 Ebitu Ukiwe St., Jabi, Abuja.
Contact Details

© 2025 TCorporate Legal Advisory. All rights reserved.