SEC Proposes N1m Cap Per Issuer, N10m Yearly Limit for Retail Digital-asset Investments

The Securities and Exchange Commission (SEC) said it has proposed limits on how much retail investors can put into digital asset offerings, including a N1 million cap per issuer and a N10 million aggregate limit within any 12-month period.

In a statement setting out its Proposed Rules on Digital and Virtual Asset Operations, Custody and Markets, the SEC said the limits form part of a broader framework for digital asset issuance, trading, custody and related activities in Nigeria. The regulator said the measures are aimed at strengthening investor protection in the country’s growing digital asset market.

“A retail investor shall not invest more than N1,000,000 per issuer and N10,000,000 in aggregate across digital asset offerings within any twelve-month period,” the SEC proposed, the document quoted.

The SEC said where a retail investor proposes to invest more than N1 million or more than 5 percent of their net worth, whichever is higher, Digital Asset Offering Platforms must take extra steps before accepting the investment. The regulator said those steps include providing a prominent risk warning, obtaining the investor’s express consent, and confirming that the investor understands the nature and material risks of the investment.

The proposed rules, the SEC said, would also require platforms to assess whether an investment is appropriate for the investor based on the investor’s knowledge, experience, financial circumstances and ability to bear losses. “Digital Asset Offering Platforms would also be required to establish systems and controls to monitor and enforce the applicable investment limits,” the SEC added.

The SEC said platforms should implement investor categorisation, risk acknowledgement, net-worth declarations or assessments, and aggregation of investments made through their platforms to ensure compliance.

The commission noted that institutional investors, qualified investors, high-net-worth investors and other categories recognised by the Commission may be exempted from the proposed retail limits.

The regulator said the proposal builds on recent steps to formalise oversight of digital-asset operators. It recalled that in January 2026 it increased the minimum capital requirement for digital asset exchanges from N500 million to N2 billion, giving affected firms until June 30, 2027, to comply. The SEC said the move was intended to bring digital asset operators under a more formal regulatory framework.

The commission also pointed to wider government action this year, saying President Bola Tinubu signed a Virtual Assets Coordination Executive Order in July to create a Central Bank–led Virtual Asset Council to coordinate oversight among the CBN, SEC, Nigeria Revenue Service and other agencies. The SEC added that it admitted seven additional firms into its Accelerated Regulatory Incubation Programme in July, expanding the regulatory sandbox for digital asset companies.

The SEC said tax rules are also evolving, noting that the Nigeria Revenue Service issued guidelines this month requiring virtual asset participants to register for tax, report activities and comply with obligations that cover trading, staking, mining, DeFi rewards, airdrops and stablecoins.

The commission said the latest proposal shifts attention from regulating operators to introducing specific protections for retail investors, reflecting the growing role of digital assets in payments and investment in Nigeria.

Citing market data, the SEC noted that Nigeria has one of the largest and most active cryptocurrency markets in Africa. It referenced a July Nairametrics report that, the commission said, recorded $92.7 billion in on-chain crypto activity over a 12-month period, making Nigeria the largest crypto market in Sub‑Saharan Africa. The SEC said retail transactions accounted for about $57 billion of that activity and that an estimated 26.3 million Nigerians—nearly a quarter of the adult population—regularly hold or transact with digital assets.

The SEC said the proposed rules are open for consideration and will form part of its efforts to balance market growth with investor protection as digital assets become more integrated into Nigeria’s financial system.