Summary:
La Division des Finances des Entreprises de la SEC clarifie que certains stablecoins soutenus par le dollar américain ne sont pas considérés comme des valeurs mobilières en vertu des lois fédérales. Cette déclaration vise à établir une certitude réglementaire pour les stablecoins, en précisant que ceux qui remplissent certaines conditions ne nécessitent pas d’enregistrement auprès de la SEC. Toutefois, cela ne s’applique pas à tous les types de stablecoins et des clarifications supplémentaires peuvent être nécessaires à l’avenir.
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Original Article:
SEC Division of Corporation Finance: Certain U.S. Dollar-Backed Stablecoins Are Not Securities
In Short
The Situation: As the Trump administration and Congress seek to establish clear digital asset regulation, uncertainty remains on whether federal agencies consider stablecoins to be “securities” under federal law.
The Answer: On April 4, 2025, the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) issued a statement on stablecoins to clarify that the Division does not consider certain stablecoins to be securities under the federal securities laws (“Statement”).
Looking Ahead: Because the Division’s Statement does not address all types of stablecoins, further clarity may be needed going forward. Congress or regulation from the SEC could preempt the Division’s Statement.
The Trump administration has moved quickly to try to “provide regulatory certainty for dollar-backed stablecoins” to promote the “development and growth of lawful and legitimate dollar-backed stablecoins.” Congress also recently introduced legislation to set standards for stablecoin issuance and to exempt stablecoins from the application of securities law. The White House and Congress seek to enact this legislation before August.
In light of these developments, and as part of the SEC’s review of its past crypto-related guidance to align with current administration priorities, the Division issued a Statement indicating that the federal securities laws do not apply to the offer and sale of certain stablecoins. A stablecoin is a type of crypto asset designed to maintain a stable value relative to a reference asset, such as the U.S. dollar.
Applicability of the Statement: Covered Stablecoins
The Division limited the applicability of its Statement to stablecoins with certain characteristics under specified circumstances, referring to these instruments as “Covered Stablecoins.”
The Division outlined several characteristics defining Covered Stablecoins. It focuses on stablecoins that are backed by U.S. dollars (“USD”) and only addresses stablecoins that: (i) maintain a stable value relative to the USD on a one-for-one basis (i.e., one stablecoin to one USD); (ii) can be redeemed one-for-one for USD; and (iii) are backed by assets held in a reserve that are considered low risk and readily liquid with a USD-value that meets or exceeds the redemption value of the stablecoins in circulation. The Division’s Statement does not cover algorithmic stablecoins—those that use algorithms to adjust the supply of stablecoins to maintain stability.
The Division also limits the applicability of its Statement to specified circumstances of stablecoin issuance: (i) the stablecoins are designed and marketed for use in commerce, as a means of making payments, transmitting money, and/or storing value, and not as investments; (ii) the stablecoin issuer’s assets are properly held in a sufficient reserve to cover circulated stablecoins; and (iii) the stablecoin issuer has the ability to honor redemptions on demand.
The Division highlights the ability for the secondary market to determine the price of a stablecoin. Intermediaries can stabilize prices through arbitrage; they can purchase stablecoins from the issuer and sell in the market if the price rises above the redemption value, or purchase in the market and redeem with the issuer if the price is below redemption value.
The Division’s Analysis
The Division does not regard a Covered Stablecoin to be a “security” under either the Securities Act of 1933 (“Securities Act”) or the Securities Exchange Act of 1934 (“Exchange Act”). The analysis focuses on the qualities, marketing, and use of Covered Stablecoins, the motivations and expectations of stablecoin holders, and the reserves of stablecoin issuers.
The Division first applies the Supreme Court’s _Reves_ test to determine whether the Covered Stablecoins are “notes,” and therefore securities. If Covered Stablecoins are determined not to be notes, the Division then applies the Supreme Court’s broader _Howey_ test to determine whether they are “investment contracts,” and therefore securities. Under both tests, the Division concludes that a Covered Stablecoin is not a “security.”
The _Reves_ Test: Under the Supreme Court’s “family resemblance” test set forth in _Reves v. Ernst & Young_, 494 U.S. 56 (1990), a note is presumed to be a security unless it strongly resembles identified types of commercial notes. This test uses four factors: the motivations of buyers and sellers, whether the instruments are commonly traded for speculation or investment, reasonable expectations of the investing public, and any risk-reducing features.
The Division concludes that Covered Stablecoins are not securities under _Reves_ because: (i) sellers use proceeds to fund a reserve and buyers are not motivated by an expected return; (ii) they are distributed in a manner that does not encourage speculation or investment; (iii) a reasonable buyer would likely expect that they are not investments; and (iv) the availability of a reserve to satisfy redemptions is a risk-reducing feature.
The _Howey_ Test: Under the Supreme Court’s test in _SEC v. W.J. Howey Co._, 328 U.S. 293 (1946), a Covered Stablecoin would be a security if it constituted an “investment contract” based on economic realities. _Howey_ asks whether there is an investment of money in a common enterprise premised on a reasonable expectation of profits from the efforts of others.
The Division finds that buyers purchase Covered Stablecoins as equivalents to U.S. dollars. These “digital dollars” do not create a reasonable expectation of profit because they are not marketed as investments, and the public does not expect them to create profit. Therefore, the Division concludes they are not securities under _Howey_.
Non-application of the Statement
Because Covered Stablecoins will not be deemed to be securities under the Securities Act or Exchange Act, the Division concludes that persons minting and redeeming Covered Stablecoins—e.g., stablecoin issuers—will not be required to register those transactions with the SEC.
Implications and Limitations
The current Statement’s analyses for Covered Stablecoins and the conclusion that they are not securities is straightforward. This guidance contrasts with the more complex analysis set forth in the Division’s withdrawn 2019 Framework for “Investment Contract” Analysis of Digital Assets, which included a lengthy list of factors market participants should consider when assessing whether a digital asset is an investment contract.
While the Statement clarifies the regulatory status of a common type of stablecoin, it does not apply to all stablecoins in the market and is not binding on the Commission itself. The Statement could be withdrawn or modified. It does not address whether they would be “securities” for the Investment Advisers Act of 1940 or the Investment Company Act of 1940. Congress’s proposed stablecoin legislation could eliminate the need for the Statement by clarifying that stablecoins are exempt from the definition of a security in all federal securities laws.
Three Key Takeaways
1. The SEC’s Division of Corporation Finance’s Statement provides clarity confirming Covered Stablecoins are not considered securities under the Securities Act and the Exchange Act, meaning issuers do not need to register their offerings with the SEC.
2. The Statement only applies to Covered Stablecoins and does not address other types, which may still be subject to securities laws.
3. The Statement indicates how the SEC and its staff may approach defining what is or is not a “security” in cryptocurrency and digital assets, in the absence of further legislation or regulation.