Regulatory turning point? SEC Releases New Guidelines for Registering and Reporting Crypto Assets
Author: Blockchain Knight On April 10, the US Securities and Exchange Commission (SEC) Finance Department released new employee opinions outlining how federal securities laws apply to the registration and issuance of Crypto-related securities. The statement covered a range of topics, including how the company should present information on its business operations, token design, governance, technical specifications, and financial reporting. Although the document does not establish new regulations, it reflects current expectations of SEC staff about how companies should prepare filings. It also shows that the SEC is taking a more open attitude towards crypto regulation under the new leadership. Providing more clear guidance to registrants The guidance focuses on filing documents submitted under the 1933 Securities Act and the 1934 Securities Exchange Act to assist platform entities involved in token issuance or construction based on blockchain infrastructure. These filings may include registration forms such as Form S-1 for public offerings, Form 10 for reporting companies, Form 20-F for foreign issuers, and Form 1-A for Regulation A exemptions. The company should clearly outline its revenue strategy, project milestones, and the technical framework behind any relevant digital assets. If Crypto assets have a specific function in the business, such as supporting transactions, governance, or access to services, this information must be described in plain language. The SEC also expects these descriptions to be consistent with what is shared in promotional materials such as white papers and developer documentation. If development is ongoing, the statement suggests that the company outline key milestones, expected timelines, funding sources, and any role the token or network will play after launch. This includes an explanation of consensus mechanisms, transaction fees, and whether the network uses open source or proprietary software. Disclosure requirements The SEC also set out expectations for disclosure of investment risks, including token volatility, liquidity restrictions, legal classifications, and security gaps. For example, if a company's business model relies on a third-party blockchain or other external network, these dependencies should be described. The same applies to any arrangement with a market maker or custodian. The issuer must disclose whether the token has voting rights, profit sharing mechanisms, or redemption procedures, and how these rights are communicated or modified. The document also requires details on how the token was created, whether the supply is fixed, and whether a vesting period or lockdown period applies. If a smart contract controls token behavior, the code must be submitted as an attachment, and any updates to it should be reflected in future revisions. Additionally, the company must describe how token ownership is tracked, the tools required to transfer assets, and any costs associated with these transfers. Companies must also disclose information about leadership and key personnel, including individuals or entities that may play a central role in decision-making but do not hold an official title. For trust or exchange traded products, the disclosure should include information about the sponsor and its management. Financial disclosures must follow established accounting standards, and the SEC encourages companies facing new reporting situations to consult their chief accountant's office. Although this staff guidance is not binding, it provides a point of reference for Crypto-related entities during the registration process. It reflects the SEC's growing focus on the crypto market as more companies seek to operate in the open market and raise capital through blockchain-based products...
