The SEC’s staff in the Division of Trading and Markets issued a statement explaining when certain software interfaces that facilitate crypto transactions may not need to register as broker-dealers.
According to the staff view, interfaces that help users execute user-initiated crypto-asset securities transactions directly from a user’s self-custodial wallet on blockchain protocols could, in some circumstances, fall outside the broker-dealer registration requirement. The guidance says such interfaces may be exempt when they do not solicit users to engage in specific crypto-asset securities transactions, do not provide commentary on possible execution routes shown to users, and otherwise meet additional conditions described by staff.
The statement is a staff interpretation rather than a formal SEC rule subject to notice-and-comment. It is intended to clarify how federal securities laws apply to activities involving crypto-asset securities and follows several staff statements the agency has released since President Donald Trump’s inauguration in January 2025, a period that brought new SEC leadership many in the industry view as more crypto-friendly.
Commissioner Hester Peirce welcomed the staff view but said she prefers a permanent regulatory solution that reexamines the broker definition for modern markets. She said, “Crypto is forcing the Commission to confront its inner demons that have driven it toward ever more expansive readings of the securities laws.”
The statement comes amid thin agency leadership. The SEC currently has only three Republican commissioners filled of five seats, and the Commodity Futures Trading Commission is similarly short-staffed: CFTC Chair Michael Selig is the sole remaining commissioner after Caroline Pham’s departure in December. Some lawmakers are considering a requirement, to be attached to a Senate market-structure bill, that would mandate minimum staffing levels at both the SEC and CFTC before that legislation could take effect.