Fintech startup Roqqu aims to issue blockchain‑based tokens that represent shares on the Nigerian Stock Exchange, opening the market to global investors. The plan raises questions about regulatory oversight, shareholder rights, custody solutions and the liquidity of tokenised assets.
Roqqu’s tokenisation engine will mint a unique crypto‑token for each share of an NSE‑listed company. The token will be pegged 1‑to‑1 with the underlying equity, and smart contracts will automate dividend distribution and voting rights. Investors will interact with the tokens through a web‑based wallet that integrates with existing brokerage accounts for fiat settlement.
The startup argues that tokenisation eliminates the need for physical share certificates and reduces settlement time from days to minutes. It also claims that the global crypto community, estimated at over 400 million users, can now tap into Nigeria’s $10 billion equity market without navigating the country’s cumbersome KYC procedures.
Critics warn that the model hinges on the legal recognition of tokens as securities. Nigeria’s Securities and Exchange Commission (SEC) has yet to issue clear guidance on tokenised assets, and the NSE’s rules still require physical or electronic share certificates issued by a licensed central securities depository. Without statutory backing, token holders could find themselves without enforceable ownership rights.
Roqqu says it will partner with a local custodial bank to hold the actual shares in trust, while the tokens serve as a transferable claim. The custodial arrangement is meant to satisfy both regulatory demands and investor confidence, but it introduces counterparty risk: if the custodian defaults, token holders may lose both the digital asset and the underlying equity.
Liquidity is another concern. While crypto markets are known for high trading volumes, tokenised equities may not attract the same depth, especially for smaller Nigerian firms. Roqqu plans to list its tokens on select decentralized exchanges (DEXs) and to create a proprietary order‑book, yet the absence of market makers could lead to wide price spreads and slippage.
- Nigerian equity market size: ~$10 billion in market capitalization, with ~1,200 listed companies.
- Foreign ownership: currently <5 %, down from a peak of 12 % in 2015.
- Crypto user base in Africa: ~300 million active wallets, with Nigeria accounting for ~30 % of the continent’s volume.
- Potential inflow: Roqqu estimates that tokenisation could attract $500 million of new foreign capital within the first two years, a 5‑fold increase over recent annual inflows.
Roqqu’s financial model projects a 0.25 % fee on token trades, plus a 0.1 % annual custody charge on the underlying shares. At the projected $500 million inflow, the platform could generate $1.75 million in annual revenue, a modest figure compared with global crypto‑exchange earnings but significant for a nascent Nigerian fintech.
The startup also intends to issue a native utility token, the RQQ, to incentivise liquidity provision. Holders of RQQ would earn a share of transaction fees, creating a secondary revenue stream and encouraging market‑making activity.
Tokenising equities sits at the intersection of two regulatory regimes: securities law and cryptocurrency oversight. Nigeria’s SEC has recently issued a “Framework for Digital Asset Regulation,” which classifies tokens representing real‑world assets as securities, subjecting them to licensing, disclosure and reporting requirements. However, the framework stops short of detailing how tokenised shares should be treated, leaving a gray area that Roqqu must navigate.
Internationally, the European Union’s MiCA (Markets in Crypto‑Assets) regulation is setting a precedent for cross‑border tokenised securities. If Roqqu seeks to attract European investors, it will need to align its token standards with MiCA’s “asset‑referenced tokens” criteria, which demand robust audit trails and clear redemption mechanisms.
The custodial model also raises questions about corporate governance. Traditional shareholders exercise voting rights through brokers or directly with issuers. In Roqqu’s design, voting would be executed via smart contracts that forward token holder decisions to the company’s registrar. This could streamline proxy voting but also risks disenfranchising holders if the smart contract code contains bugs or if the registrar does not recognise token‑based votes.
Finally, market participants must consider the tax implications. Nigeria’s tax authority treats crypto gains as taxable income, but the treatment of token‑derived dividends and capital gains on tokenised shares remains unsettled. Investors could face double taxation if both the token transaction and the underlying equity are taxed separately.
> “We are not just creating a new product; we are building a bridge between two regulatory worlds,” said Chinedu Okonkwo, Roqqu’s Chief Compliance Officer. “Our success depends on aligning blockchain’s transparency with the securities law that protects investors.”
Roqqu plans a phased rollout, starting with five blue‑chip NSE stocksincluding Dangote Cement and MTN Nigeriaby Q2 2025. The pilot will involve a closed‑beta of 500 accredited investors, each required to complete both SEC‑approved KYC and a custodial agreement with Roqqu’s banking partner.
If the pilot demonstrates reliable settlement, clear dividend flows and acceptable liquidity, Roqqu will seek a formal licence from the SEC to operate as a “Digital Asset Exchange” and will expand token listings to mid‑cap firms. The startup also intends to launch an educational campaign targeting diaspora Nigerians, positioning tokenised shares as a low‑cost way to maintain exposure to their home market.
Regulators will likely respond with tighter guidance. The SEC has hinted at publishing a “Tokenised Securities Guideline” by the end of 2025, which could either legitimize Roqqu’s approach or impose restrictions that limit its scalability. Meanwhile, traditional broker‑dealers may lobby for a level playing field, arguing that tokenised trading undermines market integrity and could facilitate illicit activity.
Roqqu’s ambition to tokenise Nigerian equities could unlock a new source of foreign capital, modernise settlement processes and democratise access to the country’s stock market. Yet the venture rests on untested legal foundations, custodial safeguards and liquidity mechanisms. Its success will hinge on regulatory clarity, robust technology and the willingness of global investors to trust a token as a legitimate claim on a Nigerian share. The next twelve months will reveal whether blockchain can truly bridge the gap between Africa’s emerging markets and the world’s capital.