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ARTICLE · 14 APRIL 2025

SEC Staff Issues Statement On Stablecoins

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The Staff noted that Covered Stablecoins are marketed solely for use in commerce, emphasizing their stability, reliability and accessibility for making payments, transmitting money and storing value. The Staff identified five key marketing factors that indicate that Covered Stablecoins are not offered or sold as securities:

United StatesTechnology
Neel Maitra
Neel Maitra
Mark D. Perlow
Mark D. Perlow
Anastasia Bodea Crisan
Anastasia Bodea Crisan

Key Takeaways

  • The Staff of the SEC's Division of Corporation Finance issued a statement clarifying that certain 1:1 USD-backed stablecoins do not constitute securities under federal securities law.
  • Issuers and intermediaries for stablecoins that meet the Statement's criteria are not required to register the offer, sale, minting or redemption of such stablecoins with the SEC.
  • The Statement emphasized that such stablecoins are marketed for making payments, transmitting money, and storing value, not as investments, and do not provide holders with rights to interest, profits or governance.
  • The Statement does not apply to algorithmic stablecoins, yield-bearing tokens or coins redeemable for non-U.S. dollar assets.

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