The Staff of the U.S. Securities & Exchange Commission’s Division of Trading and Markets issued a statement setting out its views on when a person that creates, offers, and/or operates certain crypto asset securities user interfaces can do so without registering as a broker-dealer under Section 15(b) of the Securities Exchange Act of 1934. In the circumstances described, the Staff will not object to a “Covered User Interface Provider” creating, offering, and/or operating a “Covered User Interface” used by users to initiate crypto asset securities transactions via a self-custodial wallet. A Covered User Interface is described as software such as a website, browser extension, or mobile app that converts user-selected transaction parameters into blockchain-legible commands, and may display market data such as routes, prices, and estimated costs. The Staff’s non-objection position is limited to Section 15 and applies only if the provider meets a series of conditions, including: allowing users to customize default transaction parameters and providing educational materials; not soliciting investors to engage in specific crypto asset securities transactions; using objective, pre-disclosed and independently verifiable parameters for preparing instructions and displaying routing/market data; providing route transparency with objective filtering or sorting tools and without qualitative commentary like “best price”; limiting compensation to fixed, consistently applied user-paid fees that are product, venue, route, counterparty and transaction-occurrence agnostic; maintaining policies and controls to onboard and audit connected venues or distributed ledger trading systems and to set and reassess any default parameters while addressing conflicts; and making prominent disclosures covering role and non-registration status, fees, conflicts, limitations, software parameters, cybersecurity, protections for user trading information (including risks such as MEV-related fraud or manipulation), integrations with venues/systems, and any default parameters. The statement does not extend to providers that negotiate terms, make recommendations, arrange financing, custody or handle user assets, execute or settle transactions, or take or route orders. The Staff emphasized that the statement reflects Staff views only, is not a Commission rule or regulation, and has no legal force or effect. Absent intervening Commission action, it will be considered withdrawn effective five years from April 13, 2026, and the Staff invited public comment (File Number 4-894).
U.S. Securities & Exchange Commission 2026-04-13
U.S. Securities & Exchange Commission staff sets conditions for crypto securities user interface providers to operate without broker-dealer registration
The SEC Division of Trading and Markets staff issued a statement on when providers of certain crypto asset securities user interfaces may operate without registering as broker-dealers under Section 15(b) of the Exchange Act. Staff will not object to “Covered User Interface Providers” operating “Covered User Interfaces” for self-custodial wallet users if conditions on user control, non-solicitation, objective routing, fees, governance, and disclosures are met, and providers do not recommend, negotiate, finance, custody, execute, or route orders. The statement reflects only Staff views, has no legal force, and will be withdrawn five years from April 13, 2026 absent Commission action.