Staff Statement Regarding Broker-Dealer Registration of CUIs Utilized to Prepare Transactions in Crypto Asset Securities

Summary

SIFMA provided comments to the U.S. Securities and Exchange Commission (SEC) to highlight key concerns around the "Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities" (the "Staff Statement") issued by the Division of Trading and Markets (the "Division") on April 13, 2026. SIFMA provides both process and substantive recommendations as the Division and the Commission broadly continue the agency's work in this area.

Excerpt

Executive Summary

The Staff Statement reflects an effort to provide regulatory clarity for emerging technologies. We appreciate the SEC's work and our comments below are designed to be constructive, raising questions and other factors for the staff to consider as the SEC pursues durable policy in this area.

SIFMA and its members appreciate the Staff's significant efforts in this space, and we encourage the SEC to proceed with a notice-and-comment rulemaking process to address important unresolved questions, as highlighted by Chairman Atkins in recent speeches. Such a process creates a durable, comprehensive regulatory framework that enables market participants and ensures markets are subject to investor protections and market integrity principles that have made the traditional U.S. securities markets the strongest, most liquid and most efficient in the world.

Our comments focus on the following key issues:

• Clarifying the Application of Broker-Dealer Principles to Covered User Interface ("CUI") Activity: The Statement is a major change from the historical interpretation of the broker definition under Section 3(a)(4) of the Exchange Act, and raises important questions about determining what combination of activities would trigger broker registration requirements.
• Process, Durability, and the Need for Formal Rulemaking: The Staff Statement has significant market structure implications, which underscores the need for a notice-and-comment rulemaking process. Integrating on-chain operating models such as wallets and covered user interfaces ("CUIs") through a comprehensive rulemaking process with opportunities for industry engagement will ultimately put these models on a more durable footing and provide a robust regulatory framework which can support broad industry innovation that has positive, sustainable impacts on our U.S. securities markets.
• Need for Structured Oversight of CUIs: CUI Providers (as defined in the Staff Statement) operating within the parameters of the Staff Statement would remain unregistered and outside the SEC's existing surveillance frameworks, which could limit the SEC's understanding of the development and evolution of a key element of the emerging tokenized securities landscape. This may make it difficult for the Commission to track whether the Staff Statement has been successful in fostering market development, thereby making it challenging to design and implement durable rules that can accommodate on-chain operating models. Additionally, without appropriate monitoring mechanisms, it may be difficult to identify actions that can harm investors or markets until after the fact.