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ARTICLE · 14 APRIL 2025

SEC Staff Takes A Position On The Security Status Of USD-Backed Stablecoins

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On April 4, 2025, the staff of the SEC's Division of Corporation Finance issued a statement concluding that a narrow class of USD-backed, fully reserved, non-yield-bearing stablecoins do not involve the offer or sale of "securities" ...

United StatesTechnology
A&O Shearman
A&O Shearman
Susan Gault-Brown
Susan Gault-Brown
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Bill Satchell
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On April 4, 2025, the staff of the SEC's Division of Corporation Finance (the "Staff") issued a statement concluding that a narrow class of USD-backed, fully reserved, non-yield-bearing stablecoins ("Covered Stablecoins") do not involve the offer or sale of "securities" within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934.

The SEC Staff's view is that issuing or redeeming these particular stablecoins does not require Securities Act registration, because such coins fail to meet the definitions of a security under both the Reves "family resemblance" test and the Howey test.

This marks one of the clearest SEC positions to date on crypto assets.

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