The Securities and Exchange Commission has proposed a ₦30 million registration fee and a minimum capital requirement of up to ₦2 billion for digital asset operators in Nigeria.
The proposals are contained in SEC’s draft rules on “Digital and virtual asset operations, custody and markets”, released on August 20.
Under the proposed framework, digital asset exchanges, digital asset custodians, digital asset platform operators, digital asset offering platforms and real-world asset tokenisation platforms would each pay a ₦30 million registration fee.
The commission also proposed different minimum capital requirements for operators. Digital asset exchanges and custodians would require ₦2 billion each, while digital asset platform operators, digital asset offering platforms and real-world asset tokenisation platforms would require ₦500 million each.
Virtual asset service providers would require a minimum capital of ₦200 million, in addition to a ₦100,000 processing fee and ₦300,000 application fee.
SEC also proposed that regulated entities maintain a fidelity insurance bond covering at least 25 per cent of their minimum paid-up capital.
For companies seeking to operate under the Accelerated Regulatory Incubation Programme, the commission proposed a ₦200,000 initial assessment fee and a ₦2 million application fee.
The framework further introduces ongoing supervisory charges based on the turnover of regulated entities. A digital asset exchange under the incubation programme would pay 0.015 per cent of adjusted turnover, while other entities would pay 0.0075 per cent.
After full registration, the supervisory fee would rise to 0.025 per cent of adjusted turnover for digital asset exchanges and 0.015 per cent for other regulated entities, payable quarterly or at a frequency determined by the commission.
The commission also proposed restrictions on how much retail investors can put into digital asset offerings.
Under the proposed rules, a retail investor would not be allowed to invest more than ₦1 million in a single issuer or ₦10 million across digital asset offerings within a 12-month period.
SEC said investors seeking to commit more than ₦1 million or five per cent of their net worth, whichever is higher, would be subject to additional safeguards.
The digital asset offering platform would have to provide a prominent risk warning, obtain the investor’s express consent and confirm that the investor understands the nature and risks of the investment.
It would also be required to assess the investor’s knowledge, experience, financial position and ability to bear potential losses before accepting the investment.
SEC said platforms must keep records of the warnings, consent and assessments while maintaining systems to monitor and enforce the prescribed investment limits.
Institutional, qualified and high-net-worth investors, as well as other categories recognised by the commission, may be exempted from the proposed limits.
The proposed framework states that no person or company would be allowed to conduct digital or virtual asset business in Nigeria, or target Nigerian residents, without registration, approval or authorisation from SEC.
Operators would also be required to comply with Nigeria’s corporate governance code and other governance requirements prescribed by the commission.
For foreign stablecoin issuers seeking to operate in Nigeria, SEC proposed requirements including the appointment of a local representative, proof of authorisation in an acceptable foreign jurisdiction and compliance with Nigeria-specific reserve, liquidity and redemption requirements.
The commission also proposed mandatory registration under the Accelerated Regulatory Incubation Programme for companies seeking to operate in Nigeria’s cryptocurrency market.
