DIGITAL TRANSFORMATION AND CORPORATE REGULATION IN NIGERIA: LEGAL CHALLENGES OF FINTECH, CRYPTOCURRENCY, AND VIRTUAL CORPORATE TRANSACTIONS

Abstract

The most profound transformation of the African digital economy has been driven by Nigeria. By virtue of having over 142 million active subscribers on the internet, the existence of over 3,360 startup fintech, and e-payments transactions valued at 3.1 quadrillion Naira (approximated as USD 2.03 Trillion as of 2024), Nigeria can arguably be stated to be home to the most dynamic digital financial market on the African continent. The rapid pace of this digital transformation has unearthed a myriad of regulatory and legal issues, some of which the established legal and corporate law regime, being hinged on physically established commercial relationships, may not adequately or holistically address. This paper conducts a doctrinal and comparative legal analysis of the most prominent legal issues emanating from the intersection of three areas of digital transformation in Nigeria namely; regulation of fintech and digital payment systems; the framework of governance of crypto currency, virtual assets and other blockchain-based financial products; and the regulation of virtual corporate transactions such as virtual contracts and general meetings, digital signatures and online dispute resolution. Against a backdrop of new legislation including the Investment and Securities Act 2025, the Nigeria Data Protection Act 2023 and its General Application and Implementation Directive 2025, Business Facilitation (Miscellaneous Provisions) Act 2022, the National Digital Economy and E-Governance Act 2024, FCCPC Digital, Electronic, Online or Non-Traditional Consumer Lending Regulations 2025 as well as other substantial regulatory enforcement activities like the Binance prosecution and a USD 220 million fine issued to Meta, the paper identifies five cross cutting legal challenges namely: regulatory fragmentation and overlaps, lack of adequate consumer protection in digital financial transactions; challenges of data governance in the digital space; the ambiguity of digital assets as legal subjects; and authentication and evidentiary issues in the context of virtual corporate governance. The paper ends with reform proposals that will ensure a coherent and adaptable legal structure for the success of Nigeria’s digital economy dreams.