SEC proposes N1 million limit per issuer, N10 million annual cap for retail crypto investors

The Securities and Exchange Commission (SEC) has proposed limits on the amount retail investors can invest in digital asset offerings, including a N1 million cap per issuer and a N10 million aggregate limit within a 12-month period.

The proposed limits are contained in the SEC’s Proposed Rules on Digital and Virtual Asset Operations, Custody and Markets.

The proposal seeks to establish a broader framework for digital asset issuance, trading, custody and related activities in Nigeria.

What SEC is saying

The proposed limits form part of measures aimed at strengthening investor protection in Nigeria’s 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.

Where a retail investor proposes to invest more than N1 million or 5% of their net worth, whichever is higher, the Digital Asset Offering Platform would be required to take additional steps before accepting the investment.

• These include providing a prominent risk warning, obtaining the investor’s express consent, confirming that the investor understands the nature and material risks of the investment, and assessing whether the investment is appropriate 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.

These include investor categorisation, risk acknowledgement, net-worth declarations or assessments, and aggregation of investments made through their platforms.

Institutional investors, qualified investors, high-net-worth investors and other categories recognised by the Commission may be exempted from the proposed limits.

Get up to speed

Nigeria has been steadily expanding its regulatory framework for digital assets as they become more integrated into payments, investment and other financial activities.

• In January 2026, the Securities and Exchange Commission raised the minimum capital requirement for digital asset exchanges from N500 million to N2 billion, giving affected firms until June 30, 2027, to comply.
• The new requirement was part of efforts to bring digital asset operators under a more formal regulatory framework.
• The regulatory push expanded in July, when President Bola Tinubu signed the Virtual Assets Coordination Executive Order, creating a CBN-led Virtual Asset Council to coordinate oversight among the CBN, SEC, Nigeria Revenue Service and other government agencies.
• Also in July, the SEC admitted seven additional companies into its Accelerated Regulatory Incubation Programme (ARIP), expanding the number of digital asset firms operating within its regulatory sandbox. The move followed the SEC’s earlier approval-in-principle for Quidax and Busha in 2024.
• Earlier this month, the Nigeria Revenue Service also issued guidelines for taxing virtual assets, requiring participants in the sector to comply with tax registration, reporting and other obligations.

The guidelines included provisions covering cryptocurrency trading, staking, mining, DeFi rewards, airdrops and stablecoins, further expanding the regulatory framework around the industry.

The latest SEC proposal now moves beyond the regulation of operators to introduce specific protections for retail investors.

What you should know

Nigeria has one of the largest and most active cryptocurrency markets in Africa, with digital assets increasingly being used beyond speculative trading.

• Nairametrics reported in July that Nigeria recorded $92.7 billion in on-chain crypto activity over a 12-month period, making it the largest crypto market in Sub-Saharan Africa.
• Retail transactions accounted for about $57 billion, with a significant portion linked to cross-border payments for goods and services.

The report also cited estimates that about 26.3 million Nigerians, representing nearly a quarter of the adult population, regularly hold or transact with digital assets.