We are pleased to offer a compilation of regulations and guidance governing digital securities and digital assets, both in the U.S. and around the world. Where possible, we link to the regulatory source document. This information is provided as a resource for our clients and interested parties and by no means is exhaustive or meant to provide legal guidance. In all cases, we recommend you seek definitive guidance specific to your digital security project from your legal counsel.
(scroll down for International and general background)
May 9, 2019
The Financial Crimes Enforcement Network (FinCEN) issued guidance to remind those subject to the Bank Secrecy Act how FinCEN regulations relate to money services businesses apply to certain business models involving convertible virtual currencies (CVCs).
April 3, 2019
The FinHub division of the SEC published a framework for analyzing whether a digital asset is offered and sold as an investment contract, and, therefore, is a security. Simultaneously, it issued a response to a no-action request to TurKey Jet, Inc. indicating its representations of its plans did not meet the definition of securities.
November 16, 2018
This statement highlights several recent Commission enforcement actions involving the intersection of long-standing applications of our federal securities laws and new technologies.
SEC enforcement actions in fall 2018 included those involving AirFox, Paragon, Crypto Asset Management, TokenLot, and EtherDelta’s founder. The actions illustrated the importance of complying with securities regulations. Broadly speaking, the issues raised in these actions fall into three categories: (1) initial offers and sales of digital asset securities (including those issued in initial coin offerings (“ICOs”); (2) investment vehicles investing in digital asset securities and those who advise others about investing in these securities; and (3) secondary market trading of digital asset securities. Other enforcement actions can be reviewed here.
November 4, 2018
The report prominently features ICOs and addresses the SEC’s recent related enforcement actions.
July 6, 2018
In Regulatory Notice 18-20, FINRA encourages member firms to promptly notify FINRA if it, or its associated persons or affiliates, currently engages, or intends to engage, in any activities related to digital assets.
June 14, 2018
Digital Asset Transactions: When Howey Met Gary, speech by SEC Director, Division of Corporation Finance, William Hinman Remarks at the Yahoo Finance All Markets Summit.
In this speech, Hinman discusses the circumstances surrounding the digital asset and the manner in which it is sold and whether it falls under the purview of the U.S. securities laws.
June 4, 2018
The SEC announced the appointment of Valerie Szczepanik to Associate Director of the Division of Corporation Finance and Senior Advisor for Digital Assets and Innovation for Division Director Bill Hinman. In the new role, she would coordinate efforts across all SEC Divisions and Offices regarding the application of U.S. securities laws to emerging digital asset technologies and innovations, including Initial Coin Offerings and cryptocurrencies.
March 7, 2018
SEC Statement on Potentially Unlawful Online Platforms for Trading Digital Assets -
This statement from the Divisions of Enforcement and Trading and Markets discusses online trading platforms used to buy and sell digital assets, including coins and tokens offered and sold in Initial Coin Offerings (“ICOs”). The statement highlights that a number of these platforms provide a mechanism for trading assets that meet the definition of a “security” under the federal securities laws.
February 13, 2018
The Financial Crimes Enforcement Network (FinCEN) published a letter indicating it would apply its regulations for AML/CFT requirements imposed by the SEC or CFTC to ICO participants.
February 12, 2018
European Agencies Warn Consumers on the risks of Virtual Currencies - The European Securities and Markets Authority (ESMA), the European Banking Authority (EBA) and the European Insurance and Occupational Pensions Authority (EIOPA) warned consumers on the risks of buying and/or holding virtual currencies.
December 11, 2017
SEC Statement on Cryptocurrencies and Initial Coin Offerings
In a statement, SEC Chairman Jay Clayton provides his general views on the cryptocurrency and ICO markets and is directed principally to two groups: “Main Street” investors and market professionals whose actions impact Main Street investors. Among other guidance, the statement cautioned investors that no initial coin offerings have been registered with the SEC. In addition, he cautioned market professionals that tokens and offerings that incorporate features and marketing efforts that emphasize the potential for profits based on the entrepreneurial or managerial efforts of others continue to contain the hallmarks of a security under U.S. law.
September 1, 2017
After communication requests from the SEC, decentralized application Protostarr ceased operations and said it would refund Ethereum collected in its crowdsale that began on August 13, 2017.
July 26, 2017
FinCEN announced an assessment of civily money penalty against BTC-E and Alexander Vinnik, pursuant to the Bank Secrecy Act and regulations pursuant to that Act. The parties were indicted for money laundering, conspiracy to commit money laundering, engaging in unlawful monetary transactions, and the operation of an unlicensed money transmitting business.
July 25, 2017
The press release announces the SEC’s Report of Investigation which indicated that tokens offered and sold by a “virtual” organization known as “The DAO” were securities and therefore subject to the federal securities laws. The Report also issued a warning to brokers and exchanges transacting in tokens.
July 25, 2017
The Bulletin offers investors details to facilitate an understanding of ICOs, including the understanding that depending on the circumstances, they may be securities.
June 17, 2015
The SEC took enforcement action against a company that illegally offered complex derivatives products to retail investors. The SEC investigation found that Silicon Valley-based Sand Hill Exchange was offering and selling security-based swaps to retail investors outside the regulatory framework of a national securities exchange and without the required registration statements, violations of The Dodd-Frank Act.
July 17, 2014
Lawsky announces a proposed regulatory framework for virtual currencies, first offered for public comment and later formally published in the 2014 edition of the New York State Register.
June 3, 2014
The Securities and Exchange Commission charged the co-owner of two Bitcoin-related websites for publicly offering shares in the two ventures without registering them. The SEC investigation found that Erik T. Voorhees published prospectuses on the Internet and actively solicited investors to buy shares in SatoshiDICE and FeedZeBirds, but did not register the offerings with the SEC as required under the federal securities laws.
May 7, 2014
The SEC’s Office of Investor Education and Advocacy issued an Investor Alert to make investors aware about the potential risks of investments involving Bitcoin and other forms of virtual currency.
February 20, 2014
Lawsky discusses the agency’s work and perspectives on the evolving regulatory guidelines for virtual currency.
July 23, 2013
The SEC charged Trendon T. Shavers, founder and operator of Bitcoin Savings and Trust, for defrauding investors in a Ponzi scheme involving Bitcoin.
March 18, 2013
The Financial Crimes Enforcement Network (“FinCEN”) issued interpretive guidance to clarify the applicability of the regulations implementing the Bank Secrecy Act (“BSA”) to persons creating, obtaining, distributing, exchanging, accepting, or transmitting virtual currencies.
May 30, 2019
New guidance under ASIC's Corporations Act detail the legal obligations for cryptocurrency firms with implications for firms issuing tokens, wallet and custody service providers, miners, exchanges, and others.
March 28, 2019
The Hong Kong Securities and Futures Commission (SFC) released guidance for issuers planning Security Token Offerings (STOs). The guidance included a specification that security tokens are likely to be "securities" under the Securities and Futures Ordinance (SFO) and therefore subject to the securities laws of Hong Kong.
February 14, 2019
Bill 7363 provides financial market participants with legal certainty for the circulation of securities via blockchain technology. The bill further amends a securities law passed in 2001 to also include the registration and distribution of securities using secure electronic registration, such as distributed ledger technology and in particular blockchain technology.
February 8, 2019
Thailand National Legislative Assembly's approval of an amendment to the existing Securities and Exchange Act, which is expected to go into effect this year, will allow businesses to launch security token offerings using blockchain technology. The rights and obligations associated with the digital token, subject of the STO, will determine applicable regulations. The amended act will also allow businesses to obtain licenses to operate as depositories of securities and digital tokens, something previously allowed only for the Thailand Securities Depository Co Ltd, a subsidiary of the Stock Exchange of Thailand.
January 24, 2019
The Monetary Authority of Singapore (MAS) warned an initial coin offering issuer not to proceed with its securities token offering in Singapore until it can fully comply with regulatory requirements under the Securities and Futures Act (SFA). In its update, the MAS also reminded consumers to understand the benefits and risks of any product or service before investing.
January 23, 2019
The Financial Conduct Authority, a financial regulatory body in the United Kingdom, is consulting on Guidance for cryptoassets in order to provide regulatory clarity for market participants carrying on activities in the space. The final Guidance, anticipated in summer 2019, will help market participants better understand what rules or regulations apply to their business.
January 14, 2019
According to a statement by Malaysia's Minister of Finance, the Securities Commission Malaysia (SC) will put in place guidelines to regulate offering and trading of digital assets. The new regulatory framework is expected to be launched by end of the first quarter 2019.
January 9, 2019
A report published by the European Securities and Markets Authority (ESMA) clarifies the existing EU rules applicable to crypto-assets that qualify as financial instruments. ESMA identified a number of concerns in the current financial regulatory framework regarding crypto-assets.
December 9, 2018
China’s central bank deputy governor, Pan Gongsheng, told an internet finance forum in Beijing that “virtual money has become an accomplice to all kinds of illegal and criminal activities.”
December 6, 2018
The joint press release issued by Securities Commission Malaysia and Bank Negara Malaysia provides clarity on regulatory approach for offering and trading of digital assets in Malaysia; essentially tightening scrutiny of ICOs via expanded rules.
September 4, 2017
The South China Morning Post reports that China has banned the practice of ICOs and has stepped up its policing of the trading of digital coins due to financial risks and potential social disunity.
June 14, 2018
Lithuania’s Ministry of Finance announced guidelines for ICOs that address regulations, taxation, accounting, and AML.
April 3, 2018
Australia: Digital currency exchange providers must register online with AUSTRAC Australia announced that cryptocurrency exchanges in the country are required to abide by anti-money laundering (AML) rules.
February 12, 2018
Thailand’s central bank asked financial institutions not to get involved in cryptocurrency transactions for fear of possible problems from unregulated trading.
January 8, 2018
The Swiss Crypto Valley Policy Framework offers a code of conduct for ICOs.
November 14, 2017
The Monetary Authority of Singapore provides general guidance on the application of the securities laws administered by MAS in relation to offers or issues of digital tokens in Singapore.
Additional General Background
SEC’s site features information about the three “Rs” of ICOs: Risks, Rewards and Responsibilities for investors. It highlights that ICOs can be securities offerings, they may need to be registered and may pose substantial risks. You can also read about Mastercoin, the first ICO, which launched on July 31, 2013.