SEC issues new guidance for crypto asset registration and reporting

The US Securities and Exchange Commission’s Division of Corporation Finance released new staff views on April 10 outlining how federal securities laws apply to the registration and offering of crypto-related securities.

The statement covers a range of topics, including how companies should present information about their business operations, token design, governance, technical specifications, and financial reporting.

While it does not create new regulations, the document reflects the SEC staff’s current expectations for how firms should prepare their filings. It also indicates a more open approach to crypto regulation under its new leadership.

The guidance focuses on filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 and is intended to assist entities involved in token launches or platforms built 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.

Companies are expected to clearly outline their revenue strategy, project milestones, and the technical framework behind any associated digital assets. If a crypto asset has a function within the business, such as enabling transactions, governance, or access to services, that information must be described in plain terms.

The SEC also expects alignment between these descriptions and what is shared in promotional materials like white papers and developer documentation.

In cases where development is ongoing, the statement advises firms to outline key milestones, expected timelines, funding sources, and any roles the token or network will play once launched.

This includes explanations of consensus mechanisms, transaction fees, and whether the network uses open-source or proprietary software.

The SEC also laid out expectations for disclosures on investment risks, including token volatility, liquidity limitations, legal classification, and security vulnerabilities.

For example, if a company’s business model relies on a third-party blockchain or another external network, those dependencies should be described. The same applies to any arrangements with market makers or custodians.

Issuers are required to disclose whether tokens have voting rights, profit-sharing mechanisms, or redemption procedures and how those rights are conveyed or modified. The document also calls for details about how tokens are created, whether the supply is fixed, and whether vesting or lock-up periods apply.

If a smart contract governs token behavior, the code must be filed as an exhibit, and any updates to it should be reflected in future amendments. Additionally, firms must describe how token ownership is tracked, the tools required to transfer assets, and any fees associated with those transfers.

Firms will also be required to disclose information on leadership and key personnel, including individuals or entities who may not hold formal titles but play a central role in decision-making. For trusts or exchange-traded products, disclosure should include information about the sponsor and its officers.

Financial disclosures must follow established accounting standards, and the SEC encourages companies facing novel reporting situations to consult its Office of the Chief Accountant.

Though nonbinding, the staff guidance provides a reference point for crypto-related entities navigating registration. It reflects increasing SEC attention to crypto markets as more firms seek to operate within the public markets and raise capital through blockchain-based products.

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