Introduction

Nigeria’s approach to digital asset activity has shifted from restrictive circulars to targeted regulatory frameworks. The recently enacted Investments and Securities Act 2025 (“ISA 2025”) which is the principal legislation for the regulation of Nigeria’s capital market, now expressly recognises “digital and virtual assets” as securities and vests the Securities and Exchange Commission (“SEC”) with oversight function of virtual asset service providers (“VASPs”).

We had previously discussed whether stablecoins qualified as securities under Nigeria law. However, on 26 June 2025, the President signed four (4) tax reform bills into law including the Nigeria Tax Administration Act 2025 (“NTAA”). These laws have a significant impact on the regulation of digital assets in Nigeria. While the NTAA primarily governs digital asset taxation, it also introduces a definition of “virtual assets” and focuses the SEC’s regulatory purview to a specific subset, i.e., those that qualify as securities.

This flash note examines the practical effect of the NTAA’s virtual asset provisions vis-à-vis the ISA 2025 in respect of the regulatory landscape for digital assets in Nigeria.

Virtual Assets under the NTAA: Broader Category, Narrower Jurisdiction

Section 79 of the NTAA sets out an imperative for the President to designate a federal agency with the primary responsibility of regulating all forms of virtual assets as defined in the Fifth Schedule to the NTAA. Until such designation is made, paragraph 2 of the Fifth Schedule preserves the SEC’s oversight only over “virtual assets that qualify as securities.”

The Fifth Schedule defines “virtual assets” as a digital representation of value that can be digitally traded or transferred and used for payment, investment, or other financial purposes which include cryptocurrencies, tokens, and digital collectibles. However, the definition excludes:

national currencies and foreign national currencies;
electronic money licensed by the Central Bank of Nigeria;
instruments that provide the holder with access to products, services or benefits, such as loyalty programs and other reward systems; and
digital representations of other assets whose issuance, bookkeeping, trading or settlement is regulated under the ISA.

This structure provides a definition for virtual assets which was hitherto not outlined in the ISA, but it also introduces a filter: not all virtual assets are securities. Regulatory purview depends not on the label but on how the asset functions.

Click here to download the full publication.