VASPA Submits Formal Commentary to the SEC on the Proposed Digital and Virtual Asset Rules
A Crucial Call for Participation in a Survey from the Virtual Asset Service Providers Association (VASPA)
Press Release
VASPA
/
Nigeria
VASPA Submits Further Response to SEC Nigeria, Focusing on Fees and Registration Gateways for Virtual Asset Service Providers
Author
VASPA Admin
Post Date
September 5, 2026
ABUJA, NIGERIA — September 5, 2026 — The Virtual Asset Service Providers Association (VASPA), through its Ecosystem Growth & Advocacy Committee, has officially submitted a supplementary commentary to the Securities and Exchange Commission (SEC) on the Proposed Rules on Digital and Virtual Assets Operations, Custody and Markets.
This submission specifically addresses Part A: Schedule of Fees and Part B: General Registration Requirements, complementing the earlier regulatory analysis submitted by VASPA’s Policy & Regulatory Affairs Unit.
While VASPA fully supports the SEC’s objective to place virtual asset supervision on a funded, structured footing, the submission highlights critical areas where the proposed fee structures and registration requirements could inadvertently penalize domestic innovation and drive liquidity offshore.
Part A: The Schedule of Fees and the Threat of Turnover Levies
The primary concern outlined in VASPA’s submission is the SEC’s proposal to assess supervisory fees based on turnover (gross transaction value).
In mature international markets, supervisory fees are universally tied to gross revenue, net income, or flat licensing fees—never to gross transactional flow. Assessing a 1.5 to 2.5 basis point fee on gross settled value ignores a platform’s actual take rate (profit margin). For a local exchange or market-maker operating on a thin 10-20 basis point take rate, this turnover levy could consume between 7.5% and 25% of their gross trading revenue.
When compared globally, the SEC’s proposed rates are between eight and forty times higher than comparable European (MiCA) rates, and nearly twelve times higher than the closest US equivalent.
“A turnover levy acts as a penalty on liquidity provision,” notes VASPA. “It will push high-frequency flow off-venue, widen spreads for retail investors, and drive volume into unregulated offshore and peer-to-peer channels.”
VASPA’s Core Fee Recommendations:
- Shift to Gross Regulated Revenue: Supervisory fees must be assessed on gross regulated revenue (or net trading income) subject to a hard annual cap, aligning with standard MiCA, FCA, and ASIC practices.
- Define Adjusted Turnover: If a turnover levy must be retained, the SEC should drastically reduce the rate and explicitly define the exclusion of proprietary trading, market-making, and stablecoin redemptions in the text of the rules, rather than leaving it to discretionary exemption.
- Benchmark Token Issuance Fees: The proposed first-tranche token issuance fee of 0.275% is roughly twenty times the US securities registration rate. This must be capped and benchmarked to international norms to prevent issuances from fleeing offshore.
- Publish Supervisory Costs & Add De Minimis Thresholds: Implement a revenue threshold below which pre-profit local startups are exempt from the supervisory fee, protecting early-stage innovators.
Part B: General Registration Requirements
VASPA commends the SEC’s registration architecture, noting that local establishment, Accelerated Regulatory Incubation Programme (ARIP) pathways, and multi-function segregation align well with post-FTX international standards. However, several provisions present outsized operational burdens.
Key Registration Challenges:
- Blanket Residency Requirements: Rule 1(b)(iv) mandates that all sponsored individuals be resident in Nigeria. Global platforms structure compliance and risk teams across multiple time zones. VASPA recommends requiring a “resident core” (CEO, Compliance Officer, and Responsible Officer) while permitting other sponsored staff to sit offshore, mirroring frameworks in Hong Kong and the EU.
- Extraterritorial Reach & Reverse Solicitation: The rules assert jurisdiction over any business “targeted at” Nigerian residents without defining the term or providing a “reverse solicitation” safe harbor for Nigerians who independently seek out foreign exchanges. VASPA urges the SEC to define the trigger and adopt a MiCA-style carve-out.
- Capital Stacking & Multi-Function Registration: A local startup attempting to offer exchange, custody, and wallet services may be forced into separate legal entities under the rules, each requiring its own ₦2 billion minimum capital stack. VASPA proposes making single-entity segregation the default, with consolidated multi-function capital requirements.
- Discretionary ARIP Overrides: While IOSCO-licensed firms can bypass ARIP, the SEC retains open-ended discretion to force them into incubation regardless. VASPA recommends restricting this override to specific, evidenced risk cases to ensure the bypass is dependable for investors.
Looking Forward
VASPA commends the SEC for formally embedding a twelve-month review clause into the rules, particularly citing “ecosystem competitiveness” as a metric for success. By replacing open-ended regulatory discretion with predictable, defined rules, the SEC can protect domestic innovators from cumulative regulatory loads while building a secure digital economy.
“VASPA commends the Commission for moving decisively to place virtual asset supervision on a funded and structured footing, and for expressly making competitiveness a criterion of future review. On the Schedule of Fees, the Association’s concerns are directed not at the existence of a supervisory levy—which it supports—but at the turnover base and its calibration. On the General Registration Requirements, the architecture is sound and internationally credible; the work lies in trading open-ended discretion for published, predictable rules, narrowing the residency and extraterritorial provisions, and protecting domestic innovators from the cumulative load. Though treated in our earlier submission (from the Policy & Regulatory Affairs of VASPA), regarding stablecoins and asset-referenced tokens, the Commission needs to reconcile Schedule II of the Proposed Rules with the Central Bank’s parallel regime through the Virtual Asset Council, so that issuers build to one rulebook rather than two.“
The full consultation submission, drafted by VASPA’s Ecosystem Growth & Advocacy Committee, has been delivered to the Director-General of the Securities and Exchange Commission through the Rules Committee of the Commission. To view the first formal commentary submitted by VASPA before the closing date for public consultation, and duly acknowledged by the SEC, click here.
Media Enquiries:
Ecosystem Growth & Advocacy Committee, VASPA
secretariat@vaspa.org | policy@vaspa.org
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