The SEC has released guidelines for the registration of Crypto Assets as securities, clarifying disclosure requirements.

The U.S. Securities and Exchange Commission (SEC) has recently released a new staff perspective document outlining the application of federal securities law regarding the registration and issuance of crypto assets related securities.

This document covers multiple aspects, including how companies should present information about their business operations, token design, governance structure, technical specifications, and financial reports. Although this is not a new regulation, it reflects the current expectations of SEC staff regarding the preparation of filing documents by companies, and it also indicates that the SEC has adopted a more open attitude towards the regulation of Crypto Assets under new leadership.

The guidance mainly targets the filing documents submitted under the Securities Act of 1933 and the Securities Exchange Act of 1934, aiming to assist entities participating in token issuance or building platforms based on blockchain infrastructure. These filing documents may include various registration forms, such as the S-1 form for public offerings, the 10 form for reporting companies, the 20-F form for foreign issuers, and the 1-A form for Regulation A exemptions.

Businesses should clearly outline their revenue strategies, project milestones, and the technological framework behind the associated digital assets. If the Crypto Assets serve specific functions in the business, such as supporting transactions, governance, or access to services, this information must be described in plain language. The SEC also expects these descriptions to be consistent with the content in promotional materials such as white papers and developer documentation.

For ongoing development projects, it is recommended that companies outline key milestones, expected timelines, sources of funding, and the role that tokens or networks will play after launch. This includes explanations of the consensus mechanism, transaction fees, and whether the network uses open-source or proprietary software.

The SEC has also outlined its expectations for the disclosure of investment risks, including token volatility, liquidity constraints, legal classification, and security vulnerabilities. If a company's business model relies on third-party blockchains or other external networks, these dependencies should be described. The same applies to any arrangements with market makers or custodians.

The issuer must disclose whether the tokens have voting rights, profit-sharing mechanisms, or redemption programs, as well as how these rights are conveyed or modified. Detailed information must also be provided regarding how the tokens are created, whether the supply is fixed, and whether vesting or lock-up periods apply.

If smart contracts control token behavior, the code must be submitted as an attachment, and any updates made to it should be reflected in future revisions. In addition, enterprises must describe how token ownership is tracked, the tools required to transfer assets, and any fees associated with these transfers.

Companies must also disclose information about their leadership and key personnel, including individuals or entities that may play a central role in decision-making but do not hold formal titles. For trusts or exchange-traded products, the disclosure should include information about the sponsors and their management.

Financial disclosures must adhere to established accounting standards, and the SEC encourages companies facing new reporting situations to consult their Chief Accountant's office.

Although this employee guidance is not binding, it provides an important reference for Crypto Assets-related entities during the sign up process. This reflects the SEC's increasing attention to the Crypto Assets market, as more and more businesses seek to operate in the public market and raise funds through blockchain-based products.