2025 Guide to Crypto Securities Registration Requirements in the US

Trying to launch a token and wondering if you have to file paperwork with the SEC? You’re not alone. The rules for crypto securities registration have shifted dramatically in 2025, and missing a step can halt a fundraising round fast. This guide walks you through the core legal backdrop, how to decide if your token is a security, the exact disclosures the SEC now expects, and where the CFTC fits in.

Legal Foundations: The Two Core Securities Laws

Everything starts with two statutes that still govern most investment products in the United States.

Securities Act of 1933 is the federal law that requires issuers to register securities before offering them to the public, unless an exemption applies. It’s mainly about disclosure - the prospectus must give investors the facts they need to decide.

Securities Exchange Act of 1934 regulates the secondary trading of securities and gives the SEC ongoing reporting powers. Together, these statutes form the backbone of today’s registration requirements for crypto‑based assets.

Who’s Shaping the Rules? The SEC’s Crypto Task Force

In early 2025 Acting SEC Chairman Mark T. Uyeda formed the Crypto Task Force to create a clear, unified regulatory framework for crypto assets. The task force has issued a series of staff statements, guidance memos, and a joint statement with the CFTC that now define the practical steps issuers must follow.

The most relevant pieces of guidance include:

• April10,2025 - Division of Corporation Finance clarifies that all disclosures must protect investors and promote market efficiency.
• July1,2025 - Comprehensive rules for Crypto Asset Exchange‑Traded Products (ETPs) that spell out prospectus summaries, risk factors, and fee disclosures in plain language.
• March20,2025 - Statement that pure crypto‑mining operations are not securities.

Is Your Token a Security? Applying the Howey Test

The SEC still leans on the classic Howey test a four‑part test to determine whether an arrangement qualifies as an investment contract, and thus a security. The four elements are:

1. An investment of money.
2. In a common enterprise.
3. With the expectation of profits.
4. Derived primarily from the efforts of others.

If your token meets all four, you’re looking at a security registration.

Real‑world examples:

• Tokenized equity - Shares of a startup issued as blockchain tokens; investors expect dividends and price appreciation, making it a security.
• Utility token with on‑chain incentives - Grants access to a platform and rewards users for activity; often passes the Howey test only if the rewards are tied to the issuer’s performance.
• Pure commodity token like Bitcoin - No expectation of profit from the issuer’s effort; typically treated as a commodity, not a security.

Registration Pathways: Full Registration, Exemptions, and Safe Harbors

When the Howey test says “yes,” you have three main routes:

• Full registration - File a Form S‑1 (or S‑3 for qualified issuers) with the SEC, attach a detailed prospectus, and comply with ongoing reporting under the Exchange Act.
• Exempt offerings - Use Regulation D (private placements), Regulation A+ (mini‑IPO), or Regulation S (offshore offerings) if you meet the specific thresholds.
• Safe‑harbor disclosures - The 2025 guidance proposes tailored templates for Initial Coin Offerings (ICOs), airdrops, and network rewards that reduce the paperwork burden while still satisfying the core disclosure goals.

For each route, the SEC now expects a uniform set of disclosure elements:

• Prospectus summary - a two‑page snapshot of the offering.
• Risk factors - clear, jargon‑free description of market, technological, and regulatory risks.
• Business description - how the token fits into the overall business model.
• Service providers and custodians - who holds the crypto, what insurance is in place.
• Fees and expenses - detailed breakdown of all costs to the investor.
• Plan of distribution - how the token will be sold and marketed.
• Management and conflicts of interest - biographies and any related‑party relationships.
• Financial statements - audited reports for issuers above $10million in assets.

Commodity vs. Security: The CLARITY Act and CFTC Overlap

The proposed CLARITY Act a bill that would reclassify many decentralized tokens as commodities under CFTC jurisdiction. If passed, Bitcoin‑type tokens would no longer fall under SEC Rule204A‑1 reporting, easing the compliance load for Registered Investment Advisers (RIAs).

Meanwhile, the CFTC the Commodity Futures Trading Commission, which regulates futures, swaps, and commodities. A joint SEC‑CFTC statement released on September2,2025 clarified that:

• National securities exchanges can list spot crypto‑asset products, provided they follow existing securities rules.
• Designated contract markets can list the same products under CFTC rules, as long as they meet clearing and margin requirements.

This dual‑regime means token issuers must first decide the legal label (security vs. commodity) before choosing the appropriate filing path.

Practical Checklist: How to Prepare for Registration

Below is a step‑by‑step list that most issuers find useful. Tick each box before you submit anything to the SEC.

1. Identify the token’s functional promise - does it promise profits from the issuer’s effort? If yes, treat it as a security.
2. Run a Howey test analysis - document each of the four elements with supporting facts.
3. Choose a filing route - full registration, Regulation D/A+, or safe‑harbor template.
4. Gather required disclosures - use the 2025 guidance checklist (prospectus summary, risk factors, etc.).
5. Select custodians and insurers - ensure they are SEC‑approved and can provide audit trails.
6. Prepare audited financial statements - required for offerings above the $10million threshold.
7. Draft the registration statement - keep language plain, avoid blockchain jargon unless explained.
8. Submit Form S‑1 (or chosen form) via the SEC’s EDGAR system - watch for comments and be ready to amend.
9. Set up ongoing reporting - Form 10‑K, 10‑Q, and 8‑K filings as required after the offering closes.

Tip: Keep a “Disclosure Log” that records every change to the prospectus. The SEC staff has warned that undocumented alterations can trigger enforcement actions.

Common Pitfalls and Pro Tips

Even seasoned teams stumble. Here are the mistakes that usually cause delays:

• Using too much technical jargon - The 2025 guidance penalizes language that isn’t understandable to an average investor.
• Failing to disclose custodial risks - If your token lives in a self‑custody wallet, you must describe the security controls and insurance coverage.
• Mixing commodity and security assets - Treat each token type separately; a hybrid prospectus can confuse the SEC and the CFTC.
• Overlooking the CLARITY Act timeline - If the Act passes while your filing is in progress, you may need to re‑classify the token.

Pro tip: Run a mock review with an external counsel who specializes in crypto securities before you hit “submit.” A fresh set of eyes often catches ambiguous risk language that the SEC staff flags later.

Summary of Key Takeaways

• The 1933 and 1934 securities laws still apply to token offerings that meet the Howey test.
• MarkT. Uyeda’s Crypto Task Force now provides a clear, plain‑language disclosure checklist.
• Choose the right filing path early - full registration vs. exemption vs. safe‑harbor.
• Watch the CLARITY Act and the SEC‑CFTC joint statement; they determine whether you’re dealing with a security or a commodity.
• Follow the practical checklist to avoid common compliance delays.