On April 9, 2025, the U.S. Securities and Exchange Commission (SEC) released new guidance on the disclosure of crypto tokens offered as securities. These rules aim to reduce ambiguity around the classification of crypto tokens under U.S. law.
Classification of Tokens: Which Are Securities
According to the new SEC rules, tokens that imply profit based on the efforts of a centralized team are likely to be classified as securities. A key characteristic is the 'reasonable expectation of profit.' Factors that may trigger classification include tokens marketed with profit promises and those with limited utility at the time of sale.
Tokens Not Likely Deemed Securities
Tokens that are used as tools without the intention of profit, such as stablecoins and utility tokens, are less likely to be classified as securities. For example, tokens used for transaction fee payments or as access credentials for platforms are unlikely to be recognized as securities.
Implications for the Crypto Industry
The new rules could reshape how projects are launched, tokens are traded, and regulatory risks are managed. Token issuers should evaluate whether their products qualify as securities, which may require registration or a redesign of their token offerings.
The SEC's 2025 guidance aims to clarify the regulatory landscape for the U.S. crypto industry, yet many questions remain. Tokens with clear utility and decentralized governance might avoid stringent regulations, while tokens promising profits face closer scrutiny.
