NIGERIA Law and Practice Contributed by: Omoruyi Edoigiawerie, Adebomi Adekeye and Habeeb Eyinade, EandC Legal
• While the roadmap currently prioritises Tier 1 banks and listed companies, SEC-licensed VASPs are classified as reporting entities under the 2026 Amendment to the IFRS Sustainability Disclosure Standards (S1 and S2). • Nigeria was an early adopter of the International Sustainability Standards Board (ISSB) framework. Regulated blockchain firms are now required to disclose climate-related risks (IFRS S2) and general sustainability-related financial information (IFRS S1) as part of their annual filings. Climate Change Act Compliance Under the Climate Change Act 2021 (and its 2026 implementing directives), the National Council on Cli- mate Change (NCCC) has set a target for net-zero emissions. • Regulators are increasingly scrutinising the Scope 2 emissions (indirect energy use) of data centres and blockchain nodes operated within the jurisdic- tion. • The SEC now evaluates the ESG strategy of new VASP applicants. Firms that utilise energy-efficient consensus mechanisms (eg, Proof of Stake) or demonstrate a commitment to carbon-neutral infrastructure are viewed more favourably in the licensing queue. Corporate Governance and S&G Reporting Beyond the environment, the Nigerian Code of Corpo- rate Governance (NCCG) applies to all SEC-regulated digital asset firms. • Social (S) – firms must report on financial inclusion metrics, specifically how their blockchain solutions reach underbanked populations in line with the CBN’s National Financial Inclusion Strategy. • Governance (G) – there is a heavy focus on algo- rithm governance, requiring firms to disclose the risk management protocols governing their smart contracts to prevent systemic failures or exploits. ESG compliance is no longer a marketing exercise in Nigeria; it is a regulatory gatekeeping tool. With the FRC’s new digital reporting platform, data is moni- tored in real time. Non-compliance now carries the
risk of sectoral risk flagging, which can complicate future licence renewals or capital raises. 1.2.4 Tax Nigeria has transitioned from a fragmented approach to a highly structured, identity-linked tax regime. The NTAA 2025 and the Nigeria Tax Act (NTA) represent the most significant updates, formally bringing digital assets into the national fiscal net. Digital assets are now chargeable assets. Under the new progressive schedule, profits are taxed at rates up to 25%, superseding the previous 10% flat capital gains rate. Corporate and service taxes The 2026 Tax Framework Reclassification of gains VASPs are subject to a 30% corporate income tax (CIT) on profits, while a 7.5% VAT applies to all trans-
action and platform fees. Identity-linked compliance
Every crypto-related transaction must be linked to a verified Tax Identification Number (TIN). Licensed exchanges are mandated to enforce this as a prereq-
uisite for account activation. Enforcement and Reporting
VASPs must submit monthly transaction data to the NRS. Failure to comply results in significant fines and potential licence revocation. The NRS now utilises AI-driven analytics to cross-reference bank data with blockchain ledgers, ensuring high-fidelity enforce- ment. Key Uncertainties Ambiguity remains regarding the treatment of sophis- ticated yields, such as liquidity pool rewards and syn- thetic assets. There is no official jurisdictional index for determining fair market value in naira during high volatility, leading to potential disputes over tax liability calculations. The source of income rules for non-res- idents remain complex, posing double-taxation risks for international participants. The shift from self-assessment to institutional data- sharing is the defining feature of 2026. For institu-
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