The RATOP question: what Nigeria's tokenisation rules actually require

On Monday, 19 October 2026, at the National Capital Market Conference in Abuja, Senator Osita Izunaso asked the Securities and Exchange Commission a direct question: "Do we have an enabling law guiding the issue of token development in Nigeria?"

He is Chairman of the Senate Committee on Capital Market and Institutions. Nairametrics reported the exchange on 20 October. The conference included the launch of the Nigerian Capital Market Master Plan 2.0. The Senator's point was not that Nigeria has no statute. That report notes that the Investments and Securities Act 2025 already recognises virtual assets and places the relevant operators under the Commission. His point was that the operating rules for tokenisation are still unfinished, while Nigerian stakeholders are travelling abroad to look at tokenisation.

He also said he expected progress, within a month, from a presidential committee chaired by the Governor of the Central Bank of Nigeria. That is his timetable. It is not a commitment published by the Commission.

The text that creates a category for this activity is still a proposal. On 20 August 2026, the Commission published Proposed Rules on Digital and Virtual Asset Operations, Custody and Markets. The public text is that proposed draft. Comments were invited within two weeks of exposure. It is not a rule in force.

Part 14 of the proposal defines a Real-World Asset Tokenisation Platform, a RATOP. It is a platform that facilitates the structuring, tokenisation, and offering of digital assets representing underlying real-world assets, including verification, disclosure, and investor onboarding. The part applies to a person who facilitates tokenisation of real-world assets, including issuance, offering, and lifecycle management. It does not apply to the technical act of tokenisation taken on its own, with none of that facilitation.

Schedule I of the same proposal sets the RATOP figures in one table.

• Minimum capital: ₦500 million.
• Registration fee: ₦30 million.
• Processing fee: ₦100,000.
• Application fee: ₦300,000.
• Fidelity insurance bond: at least 25 percent of the minimum paid-up capital stipulated by the Commission's rules.

A second instrument is already public, and it uses a different figure. Circular No. 26-1 of 16 January 2026, Revised Minimum Capital for Regulated Capital Market Entities, includes a line for a "Real-world Assets Tokenization and Offering Platform (RATOP)". The revised minimum capital on that line is ₦1 billion. The 2015 column is marked N/A. The circular took effect on the date of publication. It requires affected entities to comply on or before 30 June 2027.

The labels are close, and they are not the same. The August document describes a tokenisation platform. The January circular describes a tokenisation and offering platform. Both use the acronym RATOP. The Commission has not said, in either document, which capital figure applies to which permission. Until it does, ₦500 million and ₦1 billion are both on the record. The proposal sets the fidelity bond as a percentage of minimum paid-up capital, so the naira amount of the bond is not fixed until the Commission settles which capital figure applies.

The requirement that matters more than the naira figure is the legal opinion.

Part 14 says every tokenisation project on a RATOP must include an independent legal opinion from a solicitor registered by the Commission. The opinion has to confirm four things: valid legal title, or enforceable legal rights, in the underlying asset; that there are no material encumbrances, or that any encumbrances are disclosed; that investor or token-holder rights are enforceable; and which law governs the asset and the structure. The opinion is updated every year, and again on a material change to the legal structure, ownership, title, encumbrance, or enforceability.

The same part says the token holders' rights are created and evidenced by the terms of the token and by the applicable trust, contract, or other legal structure. The structure has to include mechanisms that protect token holders if the issuer becomes insolvent, the platform fails, or a custodian defaults. Registration as a RATOP does not, by itself, authorise the platform to own, hold, or take custody of the underlying asset, the digital asset, or the subscription monies. Custody is a separate permission.

Read together, the proposal is not a software test. It asks whether the investor's claim can be enforced under a named law, whether a Commission-registered solicitor will say so, and whether the platform is also holding the asset or the subscription monies.

Juggervault Finance is built around that question. The offering documents carry the claim, and the token is the record of that claim.

The proposal also keeps the Accelerated Regulatory Incubation Programme as the ordinary route into registration, unless the Commission allows an applicant to proceed directly. An approval-in-principle under that programme, as the proposal writes it, is valid for two years, or for such other period as the Commission specifies. It is not full registration as a capital market operator. It allows the applicant to operate only within a scope the Commission sets, and it comes with enhanced supervision, reporting, and inspection. The proposal lists its own ARIP fees, separate from the ₦30 million registration fee: an initial assessment fee of ₦200,000 and an application fee of ₦2 million.

On 7 October 2026, at the Commission's Regulator and FinTech Clinic in Abuja, Director-General Emomotimi Agama said: "We want the digital platforms to enter the market through clear pathways." Nairametrics reported the line. The public documents around that sentence are a proposed category, a capital circular that sets a similarly named permission at ₦1 billion, and an incubation approval that the proposal itself says is not full registration.

For an issuer, and for an institution looking at a Nigerian asset, the practical question is which of the two capital figures the Commission will apply to a new applicant, and whether an approval-in-principle is open for this category while the August text is still marked proposed. The request for speed, which is what the Senator made on Monday, does not answer either question.