SEC's Reg Crypto Framework: New Rules on Wallets, Fundraising, and Tokenized Securities - Blockonomi

by · Blockonomi

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  • The SEC clarified that crypto wallets relaying user decisions to the blockchain may avoid broker-dealer registration.
  • Reg Crypto for fundraising mirrors Hester Peirce’s Safe Harbor, offering crypto projects a clear decentralization pathway.
  • The SEC’s Crypto Task Force applies the Howey Test to determine when digital tokens qualify as securities.
  • An innovation exemption is being explored to allow tokenized stock trading on automated market makers without exchange registration.

The SEC is moving forward with new crypto regulatory guidance under the Reg Crypto framework. Landon Zinda, counsel to the chairman and senior advisor for the SEC’s Crypto Task Force, outlined these developments at the Solana Policy Institute Summit.

His remarks covered broker-dealer registration, fundraising pathways, and tokenization. The agency is taking steps to bring clarity to the digital assets space without yet issuing formal rulemaking.

SEC Addresses Broker-Dealer Registration for Crypto Wallets

On Monday, the 13th, the SEC’s Division of Trading and Markets released new guidance on crypto wallets. The statement clarified when wallets, interfaces, and front ends would not need to register as broker-dealers.

Platforms that simply relay user decisions to the blockchain fall outside that registration requirement. The key factor is whether the platform receives transaction-based compensation, which would classify it as a broker.

According to Zinda at the Solana Policy Institute Summit, the guidance focuses on platforms acting “as tools for users to execute their own decisions.”

He noted that these platforms relay messages to the blockchain without engaging in the kind of compensation that triggers broker classification.

This distinction is central to how the SEC is drawing the line for registration. It offers a practical framework for developers and platform operators to assess their obligations.

The SEC’s Crypto Task Force consists of around 15 dedicated staffers working on regulatory pathways. The group has issued several statements clarifying the security status of different digital assets.

Their work also involves applying the Howey Test to determine when tokens qualify as securities. This analysis remains central to how the SEC approaches crypto asset classification.

Zinda noted that the task force’s approach has relied on staff statements and commission interpretations rather than formal rules. Formal rulemaking is, however, expected to follow in the future.

The SEC is also coordinating with Congress and other regulators, including the CFTC. These efforts aim to support market structure and provide flexibility for the industry.

Reg Crypto for Fundraising Mirrors Hester Peirce’s Safe Harbor Proposal

Reg Crypto for fundraising is one of the more anticipated elements of the SEC’s emerging framework. The concept closely mirrors Commissioner Hester Peirce’s long-proposed safe harbor.

It aims to give crypto projects a clear path for conducting fundraising activities. Projects would eventually decentralize to a point where they are no longer considered securities.

Zinda described the initiative as providing clarity on how crypto projects “can conduct fundraising and eventually decentralize.”

He added that decentralization reaches a meaningful threshold by “ceasing essential managerial efforts,” at which point the token may no longer meet Howey Test criteria.

This gives projects a defined window to build and transition responsibly. It addresses one of the most persistent uncertainties in crypto fundraising.

On tokenization, the SEC staff is reviewing methods for tokenizing securities that carry rights similar to traditional stocks. They are also looking at tokens that simply represent value without those attached rights.

An innovation exemption is being explored to allow trading of tokenized stocks on automated market makers. This could reduce the need for traditional exchange or broker registration in certain cases.

Congress has also held hearings specifically focused on tokenization, showing growing legislative interest. The Clarity Act remains part of the broader legislative effort being tracked alongside SEC work.

Zinda described its passage as “an arduous but ongoing process involving significant effort from many individuals in Congress.” The SEC’s regulatory framework is being designed to align with that legislative direction.

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