Nigeria has one of the largest fintech markets in Africa and one of the most closely regulated. A fintech here may answer to the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC), the Federal Competition and Consumer Protection Commission (FCCPC) and the Nigeria Data Protection Commission at the same time, while negotiating with partner banks, raising capital and expanding into new markets.
Our fintech lawyers work with founders, in-house teams and investors across all of it. We understand how fintech products are built and how regulators look at them, so our advice is practical and fast enough to keep up with your roadmap.
Who we act for
- Payment companies: payment gateways, processors, switches, POS and agent networks
- Wallets and mobile money businesses
- Digital lenders and buy-now-pay-later providers
- Remittance and cross-border payment businesses
- Wealth, savings and investment platforms, and digital asset businesses
- Banking-as-a-service providers and the banks that partner with them
- Foreign fintechs entering Nigeria, and the investors who back fintechs
Fintech licensing in Nigeria
The licence a fintech needs depends on exactly what it does: holding customer funds, processing payments, deploying terminals, switching transactions or taking deposits each fall under a different category, with different capital and governance requirements. We map your product to the right licence before you launch and take the application through approval-in-principle to the final licence.
- CBN payment licences: payment solution service provider (PSSP), payment terminal service provider (PTSP), switching and processing, mobile money operator, super agent and payment service holding company
- CBN banking and other licences: payment service bank, microfinance bank, finance company, bureau de change and IMTO; see CBN licences
- SEC registration for investment, wealth and digital asset businesses; see SEC registration
- FCCPC registration for digital lenders; see consumer protection compliance
- CBN regulatory sandbox and open banking participation
Fintech regulatory advisory
Licensing is the start. Once you are live, regulation keeps changing and every new product raises new questions. We advise on:
- Product structuring: whether a new product needs a licence, a partner or a change to your existing approvals
- Partnerships with licensed institutions, so that operating through a bank or licensed partner is lawful and does not leave you exposed
- Compliance programmes: AML/CFT and KYC, data protection, consumer protection and complaints handling
- New CBN, SEC and FCCPC rules: what each new circular or regulation means for your business and what to change
- Regulator engagement: returns, examinations, queries, sanctions and enforcement actions
- Corporate structure: holding companies, group structures for multiple licences, and employee share schemes
Fintech mergers and acquisitions
Buying, selling or investing in a fintech raises regulatory issues that ordinary transactions do not. A change of control in a licensed fintech generally needs prior CBN approval, and some transactions also need FCCPC merger approval, so the approvals have to be built into the deal timetable from the start.
- Regulatory due diligence on fintech targets, focused on licence status, change-of-control history, compliance record and regulator correspondence; see legal due diligence
- Acquisitions and disposals of licensed fintechs, including acquiring a licensed company instead of applying for a new licence; see mergers and acquisitions
- Investment rounds for fintechs, with the CBN approvals they trigger; see venture capital fundraising
- CBN and FCCPC approvals for changes in shareholding and control
Cross-border fintech licensing (passporting)
Nigerian fintechs expanding into other markets need a licence or registration in each country, because a CBN licence does not carry over. We manage the process for you: we identify the right licence in each target market, coordinate experienced local counsel there, prepare the corporate documents and policies the regulator expects, and keep the Nigerian and foreign structures consistent.
Common destinations include other African markets, such as Ghana, Kenya and South Africa, as well as the United Kingdom, the United States and the United Arab Emirates. We work in the other direction too: foreign fintechs entering Nigeria use us to set up the Nigerian entity, obtain the CBN licence and register with the Nigerian Investment Promotion Commission.
Fintech agreements
Every fintech runs on contracts. We draft, review and negotiate:
- Banking-as-a-service and sponsor bank agreements
- Partnership and white-label agreements with banks, payment companies and other fintechs
- Merchant, agent and super-agent agreements
- API, open banking and data-sharing agreements
- Technology, licensing and outsourcing agreements; see SaaS and software agreements
- Customer terms, privacy policies and loan agreements; see website terms and privacy policies
- Shareholder and investment agreements
Fintech retainer services
Most fintechs need legal advice every week, not once a year. Our fintech retainer gives you a dedicated team for a fixed monthly fee, covering the scope of work you agree with us. It works as your outsourced legal department or as support for your in-house counsel.
A retainer can cover:
- Regulatory questions and analysis of new CBN, SEC and FCCPC rules as they are issued
- Review and negotiation of commercial agreements
- Regulatory returns, correspondence with regulators and preparation for examinations
- Compliance policy updates and staff training
- Board, shareholder and company secretarial support
- Employment and HR questions
- Priority response times, so urgent issues are handled the same day
How it works. We agree the scope and the monthly fee with you at the start, based on your licences, products and stage of growth. Work outside the retainer, such as a new licence application, an acquisition or a dispute, is quoted separately at an agreed rate. We review the scope with you regularly, so the retainer grows as your business does.
Fintech lawyers in Lagos and Abuja
Our Lagos office in Lekki is close to the fintechs, banks and investors that make Lagos the centre of Nigerian fintech. Our Abuja office in Wuse 2 is near the head offices of the CBN, SEC and other regulators, where we attend to applications and regulatory meetings.
