DIGITAL ASSETS AS SECURITIES: WHAT NIGERIAN BUSINESSES MUST KNOW IN 2026

For years, the legal status of digital assets in Nigeria sat in an uncomfortable grey area. Regulators issued guidelines, the Central Bank of Nigeria restricted crypto transactions through commercial banks, and businesses operating in the digital asset space did so with limited legal certainty. Enforcement was inconsistent, and the absence of a clear legislative framework made it difficult for serious commercial actors to engage with the market with confidence. That ambiguity has now been significantly reduced. Under the Investments and Securities Act 2025, virtual and digital assets are formally classified as securities, and the regulatory implications for Nigerian businesses are substantial and immediate.

The reclassification matters because it determines who regulates, how they regulate, and what the consequences of non-compliance are. The Securities and Exchange Commission is now the primary regulatory authority for digital assets in Nigeria. The Act brings Virtual Asset Service Providers (VASPs) and Digital Asset Operators squarely under SEC’s jurisdiction, with corresponding licensing requirements, conduct obligations, and enforcement exposure. Any entity involved in issuing, selling, exchanging, or managing digital assets as part of a commercial operation must now consider whether it is conducting a regulated activity under the Act. This is not merely a concern for crypto exchanges. It extends to businesses that tokenise real-world assets, raise capital through digital instruments, or offer investment products whose returns are tied to blockchain-based assets.

The breadth of that definition is worth pausing on. A real estate company that tokenises property interests and offers them to investors is now potentially issuing securities. A fintech platform that structures a loyalty or rewards programme using digital tokens that carry investment characteristics may be doing the same. The test is not what the instrument is called but what it does. Businesses that have structured arrangements involving digital assets without taking legal advice on the regulatory classification of those instruments should treat that as an urgent gap to address.
From a commercial contracting perspective, the reclassification demands a careful review of how digital assets are described and treated in existing and future agreements. Contracts that reference tokens or digital instruments as payment, consideration, or investment returns may now carry regulatory dimensions that did not exist when they were drafted. Legal teams must ensure that such arrangements are structured in compliance with SEC’s registration and licensing requirements, and that the contracts themselves do not inadvertently create exposure by treating a regulated activity as an ordinary commercial one.

The Act also addresses Initial Digital Offerings (IDOs) and similar fundraising mechanisms. Issuers seeking to raise capital through the public offering of digital assets must now comply with prospectus requirements and disclosure obligations broadly comparable to those that govern traditional securities offerings. For startups and growth-stage companies that have explored tokenisation as a capital-raising tool, this is a material change. The practical implication is that an IDO structured without SEC involvement is no longer simply non-standard; it is likely unlawful. Founders and their advisers must engage with the registration and disclosure framework at the structuring stage, not as an afterthought once the offering is designed.

Enforcement is a third and increasingly material consideration. SEC has made clear its intention to actively regulate the digital asset space, and the ISA 2025 gives it the tools to act with genuine force, including the power to investigate, sanction, disgorge profits, and seek civil remedies against non-compliant actors. The Act also criminalises certain categories of conduct, including fraudulent digital investment schemes. The reputational and financial consequences of operating outside this framework are no longer theoretical.

Nigerian businesses operating in or adjacent to the digital asset space should conduct a compliance audit without delay. The questions are straightforward: does the business issue, manage, or facilitate transactions in digital assets? If yes, is it registered with and licensed by SEC? Are its contracts, disclosures, and governance structures aligned with the new framework? Are there existing arrangements, whether with investors, partners, or customers, that need to be reviewed in light of the reclassification?

The formalisation of digital assets under Nigerian law is a maturing of the regulatory environment. It signals that the market is developing the legal infrastructure needed to support serious, scaled commercial activity in this space. Businesses that engage with that infrastructure early, rather than waiting for enforcement action to force the issue, will find themselves better positioned to grow, raise capital, and attract the institutional partners that a regulated, compliant operation can credibly pursue

Evita Felix-Okonti, Esq.
Associate Partner and Practice Group Lead, Corporate, Commercial and Industrial Law (CCI)