For years, the invitation of the Securities and Exchange Commission to Crypto companies seemed simple: “Come and register”. But there was no card, no guide and no way to follow obvious – only uncertainty and risk. This changed on April 10, when the finance division of the SEC companies published its first real roadmap for how crypto companies offering titles should disclose key information.
Above all, the new guidelines only apply to cryptographic assets which are titles, often called “security tokens” or “tokenized titles”. Cryptographic active ingredients that are not titles, such as numerous mecoins and stablecoins, are not subject to these registration and disclosure requirements.
This change reflects a broader change in the Trump administration. Under President Donald Trump, the SEC has adopted a more practical approach and focused on the commitment of cryptographic regulations – clarifying, for example, that the same and stablecoins are generally not securities and do not retreat aggressive actions. Nevertheless, the basic principle remains unchanged: if a cryptographic asset East A guarantee, it must comply with the securities laws, including registration and disclosure obligations. The new management provides, for the first time, a detailed orientation to meet these requirements.
Although the directives do not modify the fundamental legal framework, he finally addresses a critical question of the long -standing industry: What exactly must do the issuance issuers of Crypto assets to comply?
The key points are summarized below.
Company description requirements
Emitters must provide a clear and detailed account of their commercial operations. The required disclosure includes:
- A description of the main commercial activities and how income is generated.
- An explanation of the role of safety of crypto assets in the business model.
- An overview of governance structures, technical characteristics and safety protocols.
For projects still in development, issuers should also disclose the project objectives, milestones, development times, estimated costs and sources of funding. Investors should receive a complete and realistic image of the current state of future operations and plans.
Disclosure of risk factors
The SEC expects companies to provide specific and personalized risk disclosure – not generic warnings. The risks must be classified in three main areas:
- Commercial and operational risks.
- Security and cybersecurity vulnerabilities.
- Regulatory and legal risks, including risks resulting from potential changes in legal interpretation.
Crypto-security risks, such as price volatility, liquidity challenges, childcare problems and limitations of the rights of holders, must also be clearly described. The disclosure must reflect real operations, the commercial model and the market conditions of the transmitter.
Description of titles
Emitters must allow investors to clearly understand what they buy, in particular because many cryptographic asset titles do not integrate perfectly into traditional categories such as actions or obligations. The required disclosure subjects include:
- Key characteristics: How the title can be accessible, transferred, bought, loaned, promised, burned or divided, as well as eligibility for deposit services.
- Rights and obligations: Including voting rights, dividend rights, profits sharing mechanisms and application rights.
- Registration and update of rights: How investors’ rights are recorded, by traditional documentation or intelligent contracts, and how the changes are managed.
- Technical details: Requirements for portfolios, network transaction costs and participation conditions.
- Food mechanics: The total offer, emission and redemption mechanisms, control of supply changes, acquisition hours and marketing provisions.
Emitters must not only describe these features, but also explain their meaning and their potential impact on investors.
Management and key players
Transparency concerning leadership and governance is essential. The issuers should disclose:
- High management members, administrators and important employees.
- All third parties, such as the sponsors of confidence, which perform policies development functions.
- Remuneration provisions involving these individuals or entities.
This information aims to ensure that investors have a clear understanding of who exercises a control and decision -making authority within the organization.
Smart contract code as part
When investors’ rights and obligations are implemented through intelligent contracts or similar technologies, issuers should process the relevant code like any other key government document, which means that it should be filed as a room for registration declarations.
Deposits must also be updated if the equipment modifies the code occurs after launch.
This reflects the expectation of the SEC that decentralized governance must respect the same standards of disclosure and transparency as traditional governance structures.
End
The dry no longer deals with reflex all cryptographic assets as titles. In fact, under the current administration, the Commission has clearly indicated that many digital assets, especially the same and stable, can be completely securities. For cryptographic active ingredients that are titles, the way of compliance is now clearer – and with all the exciting developments in pipeline, the stakes to do things correctly are higher than ever.
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