New SEC Staff Statement Urges Detailed Crypto Token Disclosures

Crypto companies issuing or dealing with tokens that may be securities should provide detailed disclosures, the U.S. Securities and Exchange Commission (SEC) said on Thursday.

The SEC published its latest staff statement on disclosures ahead of its second roundtable — which will focus on trading — “as part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets.”

The nonbinding guidance recommends companies filing disclosures be precise about what their businesses do and what role their tokens may play in those ventures. Much of it is based on observations about what companies have previously disclosed, the statement said. The statement did not delve deeply into which cryptocurrencies are being defined as securities or what definitive guidance on that issue may look like.

“These offerings and registrations may involve equity or debt securities of issuers whose operations relate to networks, applications, and/or crypto assets. These offerings and registrations also may relate to crypto assets offered as part of or subject to an investment contract (such a crypto asset, a ‘subject crypto asset’),” the statement said.

Many of the details include disclosures made by existing companies that the SEC said it observed, including whether the businesses are developing crypto or blockchain networks, their development milestones, what the network would be for and whether it was based on open source or other technology stacks.

Previous disclosures also include details like what rights token holders have and technical specifications, the statement said.

The statement said the Division of Corporation Finance was just providing its views ahead of the SEC’s new crypto task force’s work to more clearly define where its jurisdiction lies in the digital asset sector. A footnote, like previous staff statements, noted that the statement is not formal guidance or rulemaking and “has no legal force or effect.”

Previous staff statements issued under Acting Chair Mark Uyeda addressed stablecoins and memecoins.

Read more: SEC Staff to Reassess Biden-Era Crypto Guidance Amid Regulatory Shakeup