An SEC Nigeria Approval-in-Principle Is Not a Crypto Licence

The short version: An Approval-in-Principle is not a final licence: the SEC says it remains conditional on continued compliance (SEC). Under the ARIP framework, an Approval-in-Principle lets a firm operate within the programme pending final registration by the Commission (ARIP framework).

The Rules in Brief

• What ARIP is. The SEC's Accelerated Regulatory Incubation Programme (framework of June 2024) onboards virtual asset service providers and other digital investment service providers whose applications are filed with the SEC. Qualified applicants get an Approval-in-Principle to operate within the programme pending final registration by the Commission (ARIP framework).
• Who it covers. The framework applies among others to platforms for offering, trading, exchange, custody and transfer of virtual assets, and to foreign or non-residential operators that actively target Nigerian investors (ARIP framework).
• Not a final licence. In each 2026 admission circular the SEC says that an Approval-in-Principle is not a final licence and remains conditional on the entity's continued compliance with regulatory, operational and supervisory obligations (SEC).

Summary of the SEC documents linked. Not legal advice.

What an Approval-in-Principle Allows, and What It Does Not

The ARIP framework defines an Approval-in-Principle as a “preliminary authorization given to eligible applicants to operate within the confines of the ARIP pending final registration by the Commission” (ARIP framework). While they hold one, firms (paragraph 29):

• may not conduct any securities or investment business other than what they presented to the SEC;
• may not carry out promotional activities, publicly or privately;
• may not grow their customer base by more than 10% from the point of entry into the ARIP.

The programme lasts “for a period to be determined by the Commission” (paragraph 12). Firms that meet the SEC's requirements “shall transition to registration”; those that do not may apply to the older Regulatory Incubation programme (paragraphs 30 and 31). The SEC may terminate, withdraw or suspend participation, for example for breaching the programme's conditions or for business “detrimental to customers, investors, or the public at large” (paragraphs 33 and 34). Each applicant's operational plan must include “a clear exit plan if registration is not achieved, including how the participant will fulfil its obligations to its customers” (paragraph 36).

Penalties for Operating Outside the Framework

The framework sets a penalty of not less than ₦20,000,000 for commercialised VASPs operating trading, offering and custody platforms without authorisation or registration by the SEC, and not less than ₦10,000,000 for other unregistered digital investment platforms such as crypto brokers, dealers, advisers and market makers. ARIP participants that breach its requirements face not less than ₦5,000,000 plus ₦200,000 for every day of default (paragraphs 40 to 42, ARIP framework).

From Sandbox to ARIP

The SEC's earlier Regulatory Incubation sandbox lists 5 VASPs in cohort 002/24 (test period 29 August 2024 to 28 August 2025). 3 of them, Trovotech, Wrapped CBDC (cNGN) and Blockvault, were cleared for ARIP on 2 July 2026; DreamCity Capital, HXafrica are listed only in the sandbox table (SEC, SEC).