The Central Bank of Nigeria (CBN) issued a circular some years back advising banks and other financial institutions to take note of its stance as regards the trade of cryptocurrency. In that circular, dated January 12, 2017, the CBN seemed to have recognized the emergence of Virtual Currency Payment Products and Services (VCPPS), its interaction with New Payment Products and Services (NPPS) and the rise of Virtual Currency Exchangers. Also contained in that circular were a list of actions banks and financial institutions were required to adhere to when dealing with customers or virtual currency exchangers in addition to not holding nor in any way transacting with these currencies, “pending substantive regulation or decision by the CBN.” That circular as seen above did not seem to extend this regulatory position to non-financial institutions. It only mentioned that category in passing to reiterate its stance that virtual currencies and all forms of cryptocurrency are not legal tender in Nigeria with an added warning that any institution that carries out such transactions will be doing so at their own risk. However, it recently issued a follow-up circular in a somewhat slightly updated regulatory stance on the trading of cryptocurrency, directing Deposit Money Banks (DMBs), Other Financial Institutions (OFIs) as well as Non-Bank Financial Institutions (NBFIs) which wasn’t included in the previous circular, to “identify persons and/or entities transacting in or operating cryptocurrency exchanges within their systems and ensure that such accounts are closed immediately”. This recent letter also carries the promise of severe regulatory sanctions on the account of breaching the directive it set forth, a threat absent from the first circular. Why did the CBN institute a Ban on Cryptocurrency? All sorts of insinuations, guesses, and angst have emanated from various quarters following this circular sent out in February 2021 that seem to further clamp down on cryptocurrency trading within Nigeria. Some people have argued that it is political, some have said it is an attempt to increase regulatory measures and establish more barriers of entry into the Nigerian economy and many other assertions. We don’t hold the mic for the CBN and so we will not be able to say what could be the exact motivation for this new circular and sudden change in position as well the closure of account of persons/entities transacting in crypto currencies. The circular according to the CBN is just a wake-up call to remind banks and requisite institutions of the previous circular which hinged on the risk associated with crypto transactions.   So, What does this Directive Really Mean? In plain terms, what this circular means is that no individual or entity can trade cryptocurrency with the Naira. Hence the word used is ‘prohibited’, that is it is not allowed or forbidden. Albeit, as much as the CBN has reiterated its stance, it doesn’t have the legal right to stop people from owning cryptocurrencies or trading with them as it is grossly beyond its purview. The hassle really is the fact that this directive

The Central Bank of Nigeria (CBN) on 9 December 2020 published the Circular on New License Categorizations for the Nigerian Payment Systems (NLC Circular), which has made it easier to identify the licenses that apply to the Nigerian Payments System. Under the NLC Circular payments system licensing has been streamlined into four: Switching and Processing; Mobile Money Operations (MMOs); Payment Solution Services (PSSs); and Regulatory Sandbox. The following include the permissible activities for each licensing category: Switching And Processing: switching, card processing, transaction clearing and settlement agents services, and non-bank acquiring services. In addition, Switching and Processing companies can now carry out permissible activities under the Super-Agent, Payment Terminal Service Provider (PTSP) and Payment Solutions Service Provider (PSSP) licenses. The minimum capital requirement for the license is Two Billion Naira (NGN2,000,000,000) Mobile Money Operations (Mnos): to issue electronic money (e-money), create and manage wallets, and manage pool accounts. MNOs license holders are also permitted to carry out activities that can be performed with a Super-Agent license. The circular provides that the minimum capital requirement for this license is Two Billion Naira (NGN2,000,000,000) Payment Solution Services (Psss): this license category comprises the Super-Agent, Payment Terminal Service Provider (PTSP) and Payment Solution Service Provider (PSSP) licenses. An applicant who obtains a PSSs license would be entitled to carry out activities of the Super-Agent, Payment Terminal Service Provider (PTSP) and Payment Solution Service Provider (PSSP). The minimum capital requirement for the PSS license is Two Hundred and Fifty Million Naira (NGN250,000,000). A company may also opt for one of the three licenses permissible under the PSS license. The Super-Agent license allows the licensee to perform agent recruitment, management and other activities as specified in the Regulatory Framework for Licensing Super-Agents in Nigeria and must have the minimum capital requirement of Fifty Million Naira (NGN50,000,000); PTSP license allows the licensee to perform Point of Sale(POS) and Payment Terminal Application Developer (PTAD); train and support merchants/agents, and must have the minimum capital requirement of One Hundred Million Naira (NGN100,000,000); and PSSP license allows the licensee to develop and deploy payment processing gateway and portals; payment solution/application; merchant aggregation and collection services, and must have the minimum capital requirement of One Hundred Million Naira (NGN100,000,000). Regulatory Sandbox: a company may apply to the CBN for a formal process to conduct live tests of new, innovative products, services, delivery channels or business models. Entities that are permitted to apply and or participate under this license category include licensed institutions, fintech, innovators and researchers. Other notable provisions of the Circular: only MMOs are permitted to hold customer funds; Switching companies and MMOs can only operate under a holding company structure; Existing fintech companies that hold any of the license categories or that intend to so hold are required to obtain a no-objection from the Payment Systems Management Department of the CBN; CBN approval is now required for collaborations between fintech companies, banks and other financial institutions in respect of products and services; Companies with new licensing application or

2020 has been an intriguing year with the effect of COVID-19 and its multifaceted impact on all spheres of life, both positively and negatively. While the negative impacts of COVID-19 cannot be underplayed, it has also played out positively in accelerating digital adoption journey across  divides, fostering re-thinking of business models to serve the insatiable  taste of consumers. Above all,  brings to fore the resilience spirit in all of us, hence, we all survived the year. During the year, the Association had to also rejig the approaches to serving its members and the ecosystem at large as it took a holistic approach to addressing issues that commonly affect players in the ecosystem such as regulation, funding and skills drought, through; 1. DigiStuds Project – An academic-based initiative aimed at growing 500,000 industry required and relevant digital skills among undergraduates, graduates, and lecturers across the six geo-political zones of Nigeria. It is also targeted to produce digital entrepreneurs and startups during the training. 2. Reguvator Forum – brings representatives of regulatory agencies and fintechs in Nigeria to foster engagement towards balancing innovation and regulation. CBN, SEC, NITDA, NAICOM, NITDA, NCC, NFIU, NDIC, and NIPC all are represented at the directorate level. 3. Fintech Funds Advisory Team – set up to help to develop an ecosystem approach to harnessing, harmonising and harvesting various funding initiatives in Nigeria towards the take-off of an indigenous fintech fund for startups. Has top fintech players in Nigeria in the team Yemi Keri, CEO, Heckerbella making a presentation during the inauguration of Fintech Fund Advisory Team & Akeem Lawal, Sectional CEO, Interswitch Group making presentation during the inauguration of Reguvators Forum 4. Startup Marketplace – mapped out a strategy to offer soft support through volunteering services by members and partners to startups in the areas of business development, governance/audit, data privacy, cybersecurity, legal advice and shared infrastructures amongst others. The startup marketplace is due for launch in 2021. 5. Nigeria Fintech Census – concluded the data gathering phase of the project aimed at providing important data on fintechs in Nigeria to aid regulators, investors, and other ecosystem stakeholders to make intervention decisions. 6. Membership growth and retention – The membership grew from 130 in 2019 to 202 comprising 170 corporate institutions from 16 sectors of the economy. 7. Training and Programmes – Fintech Masterclass, Mobile Money Masterclass was done with Nigeria Deposit Insurance Corporation, Digital 101 (Basic element of Digitisation) training was done in partnership with The Nigerian Institute of Chartered Arbitrators, NICArB for lawyers, arbitrators and legal professional, also done in partnership with Nigerian Insurers Association, NIA, Chartered Insurance Institute of Nigeria, CIIN for insurers and insurance professionals. 12 webinar sessions took place covering subjects such as data privacy & compliance, force majeure, open-source and emerging technology, Intercontinental regulatory session that had speakers from Monetary Authority of Singapore, Bank of Lithuania, Bank of Mauritius amongst others. Images from NDIC Masterclasses Images: Various Scenes at the Digital Skills 101   8. Events – the 3rd annual general

We had our  Social Meet 7.0 event in Lagos which had in attendance notable speakers across the finance and technology sectors. The event explored the topic “Strategic Readiness for 2021” and was an opportunity for stakeholders and industry players to discuss the developments in the fintech ecosystem, the impact of COVID-19, and what would shape developments in 2021. Our President, Mr. Ade Bajomo, gave the opening remarks. He stated that the timing for Fintech Social Meet 7.0 was appropriate as he praised our pioneer President, Dr. Segun Aina, who was instrumental to the evolution of the Association and the growth of Fintech in Nigeria. He thanked members for the work they had done in sustaining the activities of the Association in the year 2020 characterized by the unprecedented COVID-19 pandemic.  According to Mr. Bajomo the word COVID has brought a lot of connections in the year and reinforced the need for digital acceleration. “The Fintech digital acceleration is making a fundamental change in Africa and the world at large.  The role of Fintech is to see the diversity and development of the entire ecosystem. 2021 offers a lot of opportunities for everyone and in particular,  the Fintech Association of Nigeria” Mr. Bajomo said. The event featured a panel session which discussed the topic “Strategic Preparations for 2021” Mr. Olatunbosun Alake Special  Adviser on Innovation & Technology to the Governor of Lagos State,  speaking on what to look out for in 2021 said the government was looking for a more resilient city and state with robust communication infrastructure. He said from a technology perspective, the advent of COVID-19 changed business models and brought to the fore the need for the economy to be more resilient. According to him, Lagos through its innovation department came up with a technology master plan last year premised on the four pillars of Infrastructure, Funding, Talent, and Data access. He said, to make the government more effective and efficient there was a need for a robust digital infrastructure.  To this effect, the SA on Innovation and Technology said Lagos State was installing 6,000km of fiber optic cable and expanding to metro fiber ducts which would catalyze private sector investments. In 2021, the government’s objective would be to look into the first phase of 3,000km of fibre optic caballing which would be completed in 2021, while the second phase involving another  3,000 km would be implemented before the end of 2023.  According to him government buildings, schools, and hospitals would be connected and this would extend to the private sector, thereby providing an enabling infrastructure for the fintech industry. Odunayo Eweniyi Co-Founder/COO PiggyVest Fintech speaking on digital skills, funding, and regulation said Nigeria had witnessed remarkable growth in skills and human capital, with the majority going overseas and few retained at home.  She agreed with the SA to the Lagos State Governor on Innovation, that digital infrastructure was critical for the industry. She identified infrastructure, capital, and the market as the three drivers of the Fintech revolution.

In line with the powers conferred on the Securities and Exchange Commission “SEC” “the Commission” by Section 13 of the Investment and Securities Act, 2007, the Commission recently issued a Statement on Digital Assets And Their Classification and Treatment “the Statement” to now regulate crypto-token or crypto-coin investments when the character of the investments qualifies as securities transactions. What will be regulated? Virtual crypto assets: The effect of the Statement is that virtual crypto assets are classified as securities unless proven otherwise. However the burden of proving that the crypto assets proposed to be offered are not securities and therefore not under the jurisdiction of the SEC, is placed on the issuer or sponsor of the said assets, otherwise the issuer or sponsor will be required to register the digital asset with the Commission.   Digital Assets Token Offering (DATOs), Initial Coin Offerings (ICOs), Security Token ICOs and other Blockchain-based offers of digital assets within Nigeria or by Nigerian issuers or sponsors or foreign issuers targeting Nigerian investors.   Existing digital assets offerings operating in Nigeria prior to the implementation of these new regulations will have three months to register with the Commission. Who will be regulated? Any person, (individual or corporate) whose activities involve any aspect of Blockchain-related and virtual digital asset services. Such services include, but are not limited to reception, transmission and execution of orders on behalf of other persons, dealers on own account, portfolio management, investment advice, custodian or nominee services. Issuers or sponsors (start-ups or existing corporations) of virtual digital assets. The Statement also adds that the Commission may require Foreign or non-residential issuers or sponsors to establish a branch office within Nigeria. However foreign issuers or sponsors will be recognized by the Commission where the foreign issuer or sponsor is a member of the International Organization of Securities Commissions (IOSCO), and or a reciprocal agreement exists between Nigeria and the country of the foreign issuer or sponsor. Registration Process Initial Assessment filing- to satisfy the burden of proving that the virtual assets do not constitute securities. Registration of virtual assets either made directly by the issuer or sponsor or where the burden of proof is not satisfied. The Statement further classified cryptocurrencies and utility tokens as commodities, security tokens as securities, and derivatives and investment funds as “specified investments.” The Commission will also be responsible for overseeing utility token spot trading and transactions where conducted on a Recognized Investment Exchange.   For more on this, kindly send an email to esohe@tonbofa.com Tonbofa Law Practice is a law firm registered in Nigeria and the United Kingdom and is focused on developing Africa through her laws. Our key objective is to simplify access to quality legal representation for organizations investing in Africa or with business operations in Africa. Please visit our website at www.tonbofa.com for more information about us. You can reach us via email on info@tonbofa.com