Statement Summary
The SEC’s Division of Trading and Markets has issued a statement guiding broker-dealer registration requirements under Section 15(a) of the Securities Exchange Act for providers of user interfaces facilitating transactions in crypto asset securities. This classification, referred to as Covered User Interface Providers, includes services that assist users in executing transactions via their self-custodial wallets. The statement aims to clarify regulatory expectations while the SEC continues its review of crypto market regulations. It confirms that these providers can operate without broker-dealer registration if specific conditions are met. The statement, effective until April 2026 unless withdrawn earlier, does not create new legal obligations; it merely represents the SEC’s views. Public feedback is encouraged to refine regulatory approaches to the evolving landscape of crypto asset securities.
Original Statement
The Staff of the Division of Trading and Markets (“Staff”) of the Securities and Exchange Commission (“Commission”) is issuing the following statement to provide its views on the broker-dealer registration requirements under Section 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”) with respect to a person that creates, offers, and/or operates certain interfaces utilized by users to, among other things, prepare transactions in crypto asset securities (“Covered User Interface Providers”). This statement is part of an effort to provide greater clarity on the application of the federal securities laws to activities involving crypto asset securities.
The Staff is providing its views as an interim step while the Commission continues to consider various regulatory issues relating to crypto asset securities activities and the feedback it has received. Accordingly, absent intervening action by the Commission, this statement will be considered withdrawn effective five years from April 13, 2026.
Definition and Functionality
For the purposes of this statement, a “Covered User Interface” is an interface provided by a website, browser extension, or other software application (e.g., mobile application) that may be embedded in a wallet or separately available for download, designed to assist users engaging in user-initiated crypto asset securities transactions on blockchain protocols utilizing the user’s self-custodial wallet. Covered User Interfaces typically provide functionality with respect to any type of crypto asset transaction.
Specifically, it is the Staff’s understanding that Covered User Interfaces prepare code enabling users to interact with blockchain protocols by converting user-identified crypto asset securities transaction parameters (e.g., buy/sell, volume, crypto asset security, and price or price range) into blockchain-legible commands for signature and transmission via the user’s self-custodial wallet. Covered User Interfaces may also provide users with market data, such as potential execution routes, asset prices, and estimated transaction costs (e.g., “gas” fees) for crypto asset securities transactions.
Broker-Dealer Registration Requirements
Section 15(a) of the Exchange Act provides that, absent an exception or exemption, it is unlawful for any broker to induce or attempt to induce the purchase or sale of any security unless such broker is registered in accordance with Section 15(b) of the Exchange Act. Section 3(a)(4) of the Exchange Act generally defines a “broker” to mean any person engaged in the business of effecting transactions in securities for the account of others.
In circumstances where a Covered User Interface Provider takes the measures discussed below relating to its creation, offering, and/or operation of a Covered User Interface, the Staff will not object to the Covered User Interface Provider creating, offering, and/or operating a Covered User Interface without registering as a broker-dealer pursuant to Section 15(b) of the Exchange Act.
Public Feedback and Comments
The Staff welcomes input and comments on all aspects of this statement. Members of the public who wish to provide their views on this statement may submit their comments electronically or on paper. Please submit comments using one method only. Information that is submitted will be posted on the SEC’s website and all comments received will be posted without change. Persons submitting comments are cautioned that personal identifying information is not redacted or edited from comment submissions, and they should only submit information that they wish to make publicly available.
All submissions should refer to File Number 4-894, and the file number should be included on the subject line if email is used. Use the SEC’s online submission form or send an email to rule-comments with “File Number 4-894” included in the subject line. Send paper comments to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.
Conclusion
This statement represents the views of the Staff. It is not a rule, regulation, guidance, or statement of the Commission, and the Commission has neither approved nor disapproved its content. This statement, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.
