SEC’s Special Purpose Broker Dealer License — A limited time offer

Residual Token, Inc.
5 min readMar 5, 2024


Courtesy of Incubella

Effective April 27, 2021 the SEC amended rules to facilitate capital formation and expand investment opportunities in private markets, including for digital asset securities. During this 5-year window, selected entities would be allowed to broker digital securities, and only digital securities, to see if a broker-dealer can handle these specific assets in accordance with the methods used to broker traditional investments.

These amendments recognize the growing importance of digital assets in the capital markets landscape and seek to modernize regulations to accommodate the evolving nature of these assets. By providing a clear regulatory framework for digital asset securities, the SEC aims to foster innovation and encourage capital formation in a way that protects investors and maintains market integrity.

To date, only one entity has qualified to provide services under this statement, and that happened almost 2 years after the original statement was produced. The statement has a 5 year life until expiry, and so the one entity that’s been approved will likely have to deal with consequences associated with the statement’s expiration.

It is also worth noting that this statement was made in advance of the new Custody Rule the SEC is looking to move forward. So, it is possible that the reason for inaction on the SPBD front could be a more desirable approach through the comment period on the Custody Rule at large. So the SPBD tests the ability to faciliate traditional broker-dealer activities solely using digital assets, and then the Custody Rule provides the regulatory compliance expectations around these services.

These amendments aim to provide clarity and streamline regulations to better accommodate the evolving digital asset market while maintaining investor protection and market integrity. The SEC recognizes the need for regulatory certainty in the digital asset space to encourage responsible innovation and investment. By clarifying the regulatory requirements for broker-dealers and other market participants, these amendments reduce ambiguity and provide a more predictable regulatory environment, which enhances investor confidence and fosters market stability.

Specifically, the amendments provide a framework for broker-dealers to engage in certain activities involving digital asset securities, subject to compliance with specific regulatory requirements. This framework outlines the permissible activities for broker-dealers in the digital asset space, such as facilitating transactions, custodying assets, and providing other related services. However, it’s important to note that the amendments come with certain limitations, including a five-year window and a limit to only digital asset securities. These limitations restrict the scope and duration of the Special Purpose Broker-Dealer (SPBD) license, ensuring that it is used solely for activities related to digital asset securities and not for other types of securities, non-security tokens or financial instruments.

For example, consider a scenario where a broker-dealer operating in the digital asset space did not have clear regulatory guidance on custody and safekeeping requirements for digital asset securities. Without specific requirements in place, the broker-dealer might have employed inadequate security measures or failed to implement proper controls, leading to a security breach or loss of investor assets due to hacking or mismanagement.

Broker-dealers engaging in these activities must implement appropriate policies and procedures to ensure compliance with anti-money laundering (AML) laws, customer identification and verification requirements, and record-keeping obligations. These requirements are essential safeguards designed to prevent money laundering, terrorist financing, and other illicit activities in the digital asset space. By enforcing strict AML and customer due diligence standards, the SEC helps to protect investors from exposure to illegal activities and ensures the integrity of the financial system.

The amendments also address custody and safekeeping requirements for digital asset securities held by broker-dealers and provide guidance on how broker-dealers can maintain control over digital asset securities in accordance with regulatory standards. Custody and safekeeping are critical considerations in the digital asset space, where assets are intangible and often stored in digital wallets or other digital storage solutions. By establishing clear custody requirements and guidance, the SEC helps to mitigate the risk of theft, loss, or unauthorized access to digital asset securities, thereby safeguarding investor assets and promoting market confidence. There is a lot of discussion around private key management in the statement to boot.


In conclusion, the proposed amendments to SEC rules regarding Special Purpose Broker-Dealers (SPBDs) represent a significant step towards modernizing regulations to accommodate the evolving digital asset market while maintaining investor protection and market integrity. These amendments provide a clear regulatory framework for broker-dealers to engage in activities involving digital asset securities, subject to compliance with specific requirements. Importantly, the limitations, including a five-year window and a focus solely on digital asset securities, aim to provide a controlled environment for innovation while ensuring investor safety. By clarifying permissible activities, implementing strict compliance measures, and addressing custody and safekeeping requirements, the SEC seeks to foster responsible innovation, protect investors, and promote market confidence in the digital asset space.

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