SEC Staff Issues No-Action Position on Broker-Dealer Registration for DeFi User Interfaces, USA, April 2026

On April 13, 2026, the Staff of the Division of Trading and Markets of the U.S. Securities and Exchange Commission (SEC) issued a staff statement setting out its views on when persons that create, offer, or operate certain user interfaces — described as "Covered User Interfaces" — for crypto asset securities transactions must register as broker-dealers under Section 15(a) of the Securities Exchange Act of 1934. The statement takes effect immediately and, absent intervening Commission action, will be withdrawn automatically five years from the date of issuance. The statement does not constitute a rule, regulation, or guidance of the Commission itself, has no legal force or effect, and does not alter applicable law.

A "Covered User Interface" is defined as a website, browser extension, or software application (including mobile applications and self-custodial wallet integrations) designed to assist users in executing user-initiated crypto asset securities transactions on blockchain protocols or smart contracts by converting user-specified transaction parameters into blockchain-legible commands. The Staff's statement applies the broker-dealer definition under Section 3(a)(4) of the Exchange Act to such interfaces. The Staff will not object to a Covered User Interface Provider operating without registering as a broker-dealer under Section 15(b) of the Exchange Act, provided the provider satisfies eleven specific conditions. Those conditions include, among others: (1) permitting users to customize default transaction parameters and providing educational material; (2) not soliciting investors into specific crypto asset securities transactions; (3) limiting compensation to a fixed per-transaction or flat fee that is product, execution route, venue, and counterparty agnostic; (4) prohibiting payment for order flow; and (5) maintaining and disclosing comprehensive policies on cybersecurity, conflicts of interest, trading venue evaluation, and user information protection. The statement explicitly excludes from its scope any Covered User Interface Provider that holds user funds, executes or settles transactions, makes investment recommendations, or solicits specific trades.

DeFi protocol developers, wallet providers, and front-end interface operators whose products facilitate crypto asset securities transactions must assess whether their products fall within the "Covered User Interface" definition. Those who do must evaluate whether they satisfy all eleven conditions before relying on the Staff's no-objection position. Any deviation — including routing fees, investment recommendations, discretion over trade sequencing, or custody of user assets — removes the interface from the protected scope and triggers full broker-dealer registration obligations under Section 15(b). Interface providers that connect with affiliated trading venues face additional disclosure requirements under the conditions set out in the statement.

The statement is expressly interim and does not address the Staff's views on custodial wallets. The five-year sunset clause means interface providers cannot rely on this position indefinitely; they must monitor Commission action and any updated guidance. The Staff also invited public comment referencing File Number 4-894. The statement applies only to the broker-dealer registration requirements under Section 15 of the Exchange Act with respect to crypto asset securities user interfaces and does not address other securities laws or other types of interfaces.

Prokopiev Law Group advises on digital asset regulatory matters, including crypto exchange and broker-dealer registration analysis, DeFi protocol compliance, and SEC enforcement matters. Our partnership network includes specialists in securities law, blockchain technology, and fintech regulation. We welcome inquiries from interface providers and digital asset businesses assessing their obligations under this statement and related SEC guidance. Types of matters we handle or can assign to partners include: broker-dealer registration analysis, Covered User Interface compliance assessments, DeFi securities law review, crypto asset classification, and SEC comment submissions.

Source: SEC Division of Trading and Markets, "Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities," April 13, 2026, File No. 4-894. Official URL: https://www.sec.gov/newsroom/speeches-statements/staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized-prepare-staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized

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