How To Register And Obtain Licence As A Virtual Assets Service Provider (VASP) In Nigeria

In Nigeria running a crypto exchange and regulations is still evolving, a token issuance platform, or a digital custody service in Nigeria used to mean operating in a grey zone, unsure whether your business was even legal, let alone regulated. That uncertainty is now over. With the enactment of the Investments and Securities Act (ISA) 2025, virtual and digital assets are formally recognized as securities in Nigeria, and any business offering services around them is expected to register with the Securities and Exchange Commission (SEC).

This article walks you through exactly what qualifies as a Virtual Asset Service Provider, the laws behind the registration requirement, the specific category you’ll need to register under, and the full step-by-step process from initial assessment to final licensing.

What Is A Virtual Asset Service Provider?

A VASP is any entity that conducts one or more of the following activities on behalf of another person: exchanging virtual assets for fiat currency, exchanging one form of virtual asset for another, transferring virtual assets, providing safekeeping or administration of virtual assets, or participating in financial services connected to an issuer’s offer or sale of a virtual asset.

In simple terms, if your business helps people buy, sell, swap, hold, or issue digital assets in Nigeria, you likely fall within this definition, whether you’re a local startup or a foreign platform actively targeting Nigerian users.

Laws That Govern VASP Registration

Investments and Securities Act (ISA) 2025: SEC first signaled its position on crypto assets in a September 2020 circular classifying them as securities. The ISA 2025 now gives this position statutory backing, reaffirming SEC as the apex regulator of Nigeria’s capital market and expressly extending its oversight to VASPs, Digital Asset Offering Platforms, and Digital Asset Exchanges.

Rules on Issuance, Offering Platforms and Custody of Digital Assets, 2022 (Digital Asset Rules): Issued by SEC in May 2022 and later amended, these Rules set out the actual licensing categories and operational requirements for digital asset businesses.

CBN Guidelines on Operations of Bank Accounts for VASPs (December 2023): Issued by the Central Bank of Nigeria, these Guidelines govern how CBN-regulated banks handle accounts belonging to VASPs, effectively reversing the CBN’s 2021 directive that had barred banks from servicing crypto-related businesses.

Presidential Executive Order on Virtual Assets Coordination, 2026: Signed by President Bola Tinubu on 17 July 2026, this Order establishes a Virtual Asset Council, chaired by the CBN, with the SEC and the Nigeria Revenue Service serving as vice-chairpersons, alongside the NFIU and the Office of the National Security Adviser. It doesn’t replace SEC’s registration role, but it signals tighter, more coordinated enforcement across regulators going forward.

The Four VASP Registration Categories

Under the Digital Asset Rules, a business seeking to operate as a VASP must apply to register under exactly one of the following categories, and cannot combine two or more:

  1. Digital Asset Offering Platforms (DAOP) – platforms that facilitate the offer and sale of digital assets to the public.
  2. Digital Asset Exchanges (DAX) – platforms enabling the trading or exchange of digital assets.
  3. Digital Asset Custodians (DAC) – entities providing safekeeping or custody services for digital assets on behalf of clients.
  4. Digital Asset Intermediaries (DAI) – entities facilitating digital asset transactions on behalf of others without necessarily exchanging or custodying the assets themselves.

Friendly Advice: Think carefully about which category actually fits your business model before applying. Since SEC doesn’t permit combining categories, choosing the wrong one at the outset could mean starting the entire application process over.

Step-By-Step Registration Process

  1. Initial Assessment Filing

Every promoter intending to conduct a digital asset offering, including VASPs, must first submit an initial assessment form together with a draft white paper to SEC. This filing should detail the proposed digital asset offering, the distributed ledger technology involved, information about the issuer, and a legal opinion justifying whether the tokens being offered qualify as securities. SEC is required to review a complete filing within 30 days to determine whether the asset qualifies as a security.

  1. Apply For The Accelerated Regulatory Incubation Programme (ARIP)

Where the initial assessment is successful, SEC notifies the applicant of its eligibility to apply for ARIP. Approval under ARIP takes the form of an Approval-in-Principle (AIP), valid for a specified period not exceeding twelve calendar months, allowing the business to operate in a supervised environment while SEC continues to assess its model.

  1. Regularization Of Registration

Once the AIP period concludes successfully, the applicant files for regularization of registration through the SEC ePortal. This requires nominating sponsored individuals, including principal officers such as the CEO, COO, Registered Officer, and Compliance Officer, alongside key corporate documents.

  1. Submit Full Registration Documentation

To complete registration, applicants typically need to provide the following:

  • Certificate of incorporation, Memorandum and Articles of Association (with capital market activities clearly stated in the object clause), and CAC status report
  • Latest audited accounts, or audited statement of affairs for a newly incorporated company
  • A clear business model with a unique value proposition
  • Tax Identification Number (TIN) and tax clearance certificate
  • Evidence of risk management capability and Know Your Customer (KYC) procedures
  • Rules on investor protection, conflict of interest management, and dispute resolution
  • Evidence of security arrangements compliant with SEC’s Technology Risk Management requirements
  • A sworn undertaking to comply with applicable SEC Rules and the ISA 2025
  • A letter of no objection from any other sectoral regulator, where applicable
  • An office in Nigeria managed by a Nigeria-resident director
  1. Meet Capital And Fee Requirements

Applicants must maintain a minimum paid-up capital of ₦500,000,000, which may take the form of bank balances, fixed assets, or investments in quoted securities, backed by a fidelity bond covering at least 25% of that capital. The registration fee payable to SEC is ₦30,000,000, in addition to separate application, processing, and sponsored individual fees.

  1. Open A Bank Account Under CBN’s VASP Guidelines

Once SEC registration is secured, VASPs still need a functioning bank account, which is where CBN’s December 2023 Guidelines come in. To open a designated account with a CBN-regulated bank, a VASP must provide evidence of its valid SEC licence, certified corporate documents (including CAC Forms 2, 2.1, 3, and 7), valid means of identification, Bank Verification Numbers, and home addresses of all directors and beneficial owners, along with the entity’s AML, CFT, and counter-proliferation financing policies.

What Happens After Registration

Once SEC is satisfied that an applicant meets all requirements and has paid the applicable fees, it grants registration and lists the entity among its licensed capital market operators. However, SEC retains the right to reject an application entirely where the proposed business activity violates public policy, breaches SEC rules, or would be injurious to investors.

The New Coordination Framework You Should Know About

With the Executive Order on Virtual Assets Coordination now in effect, VASPs should expect closer collaboration between SEC, CBN, and other regulators going forward, particularly around anti-money laundering enforcement and revenue matters. While the Order doesn’t change SEC’s core registration process described above, it does suggest that regulatory scrutiny in this space is only going to tighten, making early, thorough compliance more important than ever.

Frequently Asked Questions

Can a VASP register under more than one category? No. A VASP may only register under one of the four categories, DAOP, DAX, DAC, or DAI, and cannot combine functions across categories.

How long does the Approval-in-Principle last before full registration? The AIP is valid for a period not exceeding twelve calendar months, after which qualified VASPs transition to full registration.

Do I need a Nigerian bank account before or after obtaining my SEC licence? After. CBN’s Guidelines require a valid SEC-issued VASP licence as part of the documentation needed to open a designated bank account with a CBN-regulated institution.

Final Word

Registering as a Virtual Asset Service Provider in Nigeria is no longer optional, and with the enactment of the ISA 2025 and the new Executive Order on Virtual Assets Coordination, the regulatory net is only getting tighter. The process, from initial assessment filing through ARIP to full registration, demands careful planning, solid documentation, and sufficient capital, but it also gives your business the legitimacy, banking access, and investor confidence needed to operate sustainably in one of Africa’s fastest-growing digital asset markets.

If you need help navigating SEC’s VASP registration process or structuring your digital asset business for compliance, reach out to us via the contact details on our website www.bamandgadsolicitors.com.ng . We are here to guide you through every step.  Consult top expert on banking & Investment legal practitioners in Lagos, Nigeria for best legal advice.