On April 14, 2025, the FinTech Association of Nigeria (FinTechNGR) hosted a high-level virtual stakeholder engagement session featuring the Securities and Exchange Commission (SEC) to discuss the newly enacted Investments and Securities Act 2025 (ISA 2025). The session, led by SEC’s Director-General, Dr. Emomotimi Agama, provided clarity on how the law reshapes regulation of digital assets and fintech innovation in Nigeria’s capital markets.

This report offers an overview of ISA 2025’s key provisions and a structured analysis of major insights, statements, and commitments from the engagement – including the SEC’s stance on non-fungible tokens (NFTs), online forex trading platforms, cryptocurrency businesses, licensing timelines, inter-agency regulatory harmonization, and implications for startups, investors, and compliance stakeholders.

ISA 2025 – A New Era for Digital Assets and Market Regulation

• Enshrining Digital Assets into Law
  Nigeria’s ISA 2025, signed into law in March 2025, expressly recognizes virtual and digital assets (including cryptocurrencies and tokens) as securities under the SEC’s purview. This landmark reform brings Virtual Asset Service Providers (VASPs), digital asset operators, and exchanges into the regulated space, requiring them to register with the SEC before conducting business. In effect, it is now illegal for any entity to operate a digital asset exchange or an online foreign exchange trading platform in Nigeria without SEC authorization. The Act repeals the 2007 law and significantly expands the SEC’s oversight powers to cover these previously unregulated segments.
• Innovation Coupled with Oversight
  During the engagement, SEC officials emphasized that while the Commission welcomes fintech innovation, it must occur within a regulated environment that protects investors and maintains the integrity of our market. The new law strengthens investor protection measures (for example, it outrightly bans Ponzi/pyramid schemes, empowering the SEC to shut them down and prosecute promoters) and enhances enforcement tools. Notably, ISA 2025 authorizes the SEC to obtain telecom and electronic data for investigations, enabling more robust enforcement against fraud and market abuse. These provisions reflect global best practices and underscore Nigeria’s commitment to a safe, transparent capital market.
• Alignment with Corporate and Global Standards
  The Act also aligns with other laws and standards, integrating aspects of the Companies and Allied Matters Act (CAMA) 2020 and helping Nigeria retain credibility in international markets. By broadening the definition of “securities exchange” to include platforms trading digital assets, ISA 2025 lays the legal groundwork for a more inclusive capital market framework. The SEC notes that these reforms will help Nigeria maintain its IOSCO (International Organization of Securities Commissions) “Signatory A” status – a benchmark for robust regulatory standards.

Digital Assets (Cryptocurrency and NFTs) – Regulatory Clarity and SEC’s Stance

• Cryptocurrencies as Securities
  All crypto asset platforms (exchanges, trading apps, token offering platforms, etc.) must register and obtain a license from the SEC to operate. The Act mandates that any person or company dealing in digital assets, whether cryptocurrencies or tokenized securities comply with SEC’s licensing and regulatory requirements. Operating outside this framework is now an offense, with the SEC empowered to sanction unlicensed operators. This positions Nigeria alongside jurisdictions that have moved to formally regulate crypto trading to protect consumers and integrate the sector into the financial system.

• Non-Fungible Tokens (NFTs)
  ISA 2025’s definition of virtual assets explicitly covers NFTs as digital assets that can be traded or transferred. This means that certain NFT offerings, especially those involving investment schemes or large-scale trading platforms fall under the SEC’s jurisdiction. At the stakeholder session, the SEC affirmed that NFTs used for investment or speculative purposes would be treated in line with other digital securities. NFT marketplaces facilitating trading may be required to register as digital asset exchanges, and NFT issuers might need to comply with SEC rules if the NFTs are offered as investments. This clarification brings regulatory certainty to Nigeria’s burgeoning NFT community: while artistic or utility NFTs are not banned, ventures around them must ensure compliance with the securities framework if they invite public investment. The SEC’s stance aims to preempt fraudulent schemes under the guise of NFTs by ensuring proper oversight.
• Embracing Innovation with Oversight
  In essence, Nigeria’s regulators are embracing digital assets with cautious optimism acknowledging their economic potential but insisting on oversight. The formal recognition of crypto assets means market participants can now operate without fear of legal uncertainty, so long as they play by the rules. Stakeholders agree that this clarity, though overdue, is a welcome development to gradually evolve the industry within a safer, more accountable environment.

Online Forex Trading Platforms – New Licensing Requirements

• Illegal to Operate Without Registration
  The SEC explicitly warned that under ISA 2025, running a forex trading business for Nigerian clients without SEC approval is now illegal. This has immediate implications for the numerous online forex brokers and signal services operating or marketing in Nigeria. Platforms offering Nigerians access to global currency markets must now register with the SEC. The Commission advised any business looking to set up such services to approach the SEC for registration guidance.
• Protecting Investors
  Until now, online forex trading in Nigeria existed in a gray area, often led by foreign brokers or unregulated local intermediaries. This led to instances of fraud, excessive leverage losses, and lack of recourse for investors. By bringing forex platforms into the regulatory net, the SEC aims to ensure only fit and proper operators handle consumers’ funds. Licensed forex providers will now be subject to oversight, minimum capital requirements, disclosures, and conduct rules designed to weed out illegitimate operators and protect retail investors.
• Transition for Existing Operators
  Participants raised concerns about enforcement across jurisdictions and how offshore forex platforms would be handled. The SEC acknowledged these concerns but noted it will strengthen cooperation and leverage its powers such as obtaining telecom data and partnering with enforcement agencies to pursue violators. The Commission encouraged existing operators to voluntarily come forward and begin the registration process. Specific guidelines are expected soon to clarify how online forex platforms should apply, including requirements on local incorporation and consumer protection standards.

Licensing of Crypto Exchanges and VASPs – Progress, Delays, and Commitments

• Initial Approvals and Pause
  In 2024, the SEC granted Approval-in-Principle to two crypto exchanges Quidax and Busha under its sandbox, making them the first legally recognized crypto trading platforms in Nigeria. A few other fintech firms were also admitted into a testing phase for digital asset offerings and custody services. However, since those initial provisional licenses were released in August 2024, no new approvals have been issued, leaving many applicants in regulatory limbo.
• SEC’s Explanation for Delays
  Speaking at the FinTechNGR session, Dr. Agama apologized for the slow pace of licensing. He explained that the SEC encountered important issues while reviewing the first licensed exchanges, prompting a need for a deeper level of due diligence referred to as “Level 3 due diligence”, before moving forward with new approvals. These issues, though not publicly specified, likely relate to compliance findings, risk controls, or operational gaps observed in the initial licensees.
• No Fixed Timeline Yet
  While participants pressed for a timeline to resume licensing, the SEC did not commit to a specific date. The Commission is updating its internal rules to align with ISA 2025, and that review process is still underway. Stakeholders were encouraged to remain engaged and ensure their documentation is complete, so they are ready when licensing resumes.
• Multi-Agency Review Process
  The delay also stems from the need for input from other regulators and security agencies. The SEC is coordinating with the Economic and Financial Crimes Commission (EFCC), Nigerian Financial Intelligence Unit (NFIU), Office of the National Security Adviser (ONSA), and the Financial Services Regulation Coordinating Committee (FSRCC) to vet applicants for compliance and security risks. These external processes are largely outside the SEC’s control, adding time to the review.
• Continued Commitment to Process
  Despite the bottlenecks, the SEC expressed strong commitment to resuming licensing once the inter-agency reviews are complete. Applicants in the current pipeline are advised to stay compliant and maintain contact with SEC’s Innovation and Fintech division. The sandbox and incubation program are expected to continue playing a role, possibly with refinements based on current learnings.

Harmonization with CBN and CAC – Toward a Unified Regulatory Front

• CBN’s Evolving Stance on Crypto
  Historically, the Central Bank of Nigeria (CBN) had a restrictive stance toward cryptocurrencies, including a 2021 directive barring banks from facilitating crypto transactions. However, recent developments indicate a shift in posture. In 2023, the CBN issued new guidelines allowing banks to work with SEC-licensed crypto firms. This paves the way for regulated crypto businesses to gain access to banking services, a crucial development for the sector. At the stakeholder session, the SEC reaffirmed that the CBN is aligned on this policy and won’t obstruct crypto firms that have obtained the necessary approvals.
• Integration with CAC
  ISA 2025 complements the Companies and Allied Matters Act (CAMA) 2020 and streamlines how fintech firms are registered. The SEC will now coordinate with the Corporate Affairs Commission (CAC) to ensure companies’ objectives and structures align with their intended digital asset activities. Founders were advised to seek regulatory guidance even at the point of incorporation to avoid issues later in the licensing process.
• Toward a One-Stop Compliance Framework
  Through the FSRCC and related initiatives, regulators are working to build a more seamless, harmonized licensing and compliance ecosystem. The goal is to eliminate duplication and make it easier for fintechs to operate across different regulatory domains. This signals a shift toward coordinated policymaking in Nigeria’s digital financial ecosystem an encouraging trend for operators seeking clarity and long-term policy stability.

Implications for Nigeria’s Fintech Ecosystem

• Startups & Innovators
  Fintech startups, especially those in crypto, blockchain, or trading now have a clearer regulatory destination: the SEC. Founders must embed compliance into their models early. This includes budgeting for legal advice, preparing risk documentation, and being open to launching in sandbox environments before going live. The upside? Greater legal certainty. A licensed startup can operate openly, gain consumer trust, and partner with banks and investors. However, they must be prepared for longer approval timelines and tougher due diligence.
• Investors
  ISA 2025 is investor friendly. It helps eliminate Ponzi schemes, formalizes oversight of volatile sectors, and boosts investor confidence. Institutional investors can now more confidently back regulated startups, and retail investors can use licensed platforms with more peace of mind. The law aims to protect consumers and restore trust in digital investment platforms—paving the way for broader participation in fintech.
• Compliance and Legal Professionals
  There will be greater demand for compliance and regulatory expertise. Firms will need to meet detailed reporting requirements, maintain high AML/KYC standards, and respond swiftly to regulatory feedback. Legal teams will play a key role in licensing, interpretation of the new rules, and structuring compliant products. We may also see the rise of RegTech (regulatory technology) solutions that automate compliance processes for fintechs.

Digital Exchanges and VASPs
Existing crypto platforms and VASPs must align or exit. Those already in the licensing pipeline should strengthen internal controls and stay in close contact with regulators. Foreign exchanges targeting Nigeria must either geofence the country or begin the process of local registration.

With ISA 2025, the regulatory foundation for virtual asset trading in Nigeria is now laid. Compliant operators can look forward to long-term market access and consumer confidence.

Action Points and Next Steps from the SEC Engagement

• Compliance is Immediate: ISA 2025 is in force. All unlicensed digital asset and forex businesses must engage with the SEC or risk sanctions. The SEC has encouraged firms to come forward proactively for guidance and registration.
• Updated SEC Rulebook Coming Soon: The Commission is finalizing its amended rules in line with ISA 2025. This updated guidance will offer specific directions on licensing, disclosures, and operational obligations.
• Licensing Will Resume: While no date is set, the SEC emphasized it is working toward resuming approvals once inter-agency reviews are complete. Firms should ensure their documentation is ready and updated.
• Continued Harmonization with CBN and CAC: The SEC is working closely with banking and company registration regulators to ensure smoother onboarding for fintechs. Founders can expect a more integrated path from registration to full operation.
• Ongoing Engagement with Industry: The SEC invited follow-up questions and feedback via email, and FinTechNGR will continue to act as a liaison, representing industry concerns in future engagements.

Conclusion

The Investments and Securities Act 2025 marks a transformative moment for fintech regulation in Nigeria. It brings long-needed clarity to digital assets, strengthens investor protections, and aligns Nigeria with global financial standards.

The April 14 stakeholder session with the SEC confirmed that regulators are open, listening, and committed to building a thriving, responsible digital financial ecosystem. Fintech entrepreneurs, investors, legal teams, and platforms must now adapt to this new reality.

Those who lean into compliance and engage with regulators will be best positioned to shape and lead Nigeria’s next wave of fintech growth.

Didn’t catch the session live?
Watch the full recording here: https://youtu.be/jNoMBmoJ2-g

visit www.fintechngr.org to learn more.