Ripple Backs SEC Crypto Regulation Proposal, Calls for Clearer Token Rules

Ripple has formally endorsed the U.S. Securities and Exchange Commission’s proposed Regulation Crypto Assets, urging regulators to adopt a new framework that would allow qualifying cryptocurrency issuers to raise up to $75 million annually without completing traditional securities registration.

In its October 20 submission, the company backed the SEC’s authority to establish industry-wide rules while proposing refinements to how digital assets are classified, how investment contracts terminate and how secondary-market transactions are regulated.

The 20-page letter marks a shift in Ripple’s relationship with the regulator following years of litigation over XRP sales. Chief Legal Officer Stuart Alderoty argued that the SEC’s previous reliance on individual enforcement actions created uncertainty, restricted legitimate businesses and pushed cryptocurrency innovation outside the United States.

SEC Proposal Introduces $5 Million and $75 Million Fundraising Exemptions

The SEC’s Regulation Crypto Assets proposal, introduced on August 18, establishes two registration exemptions for qualifying investment contracts involving cryptocurrency.

The startup exemption would permit companies to raise up to $5 million over four years, while a separate fundraising exemption would allow up to $75 million during each 12-month period. The larger exemption includes a $20 million Tier 1 pathway and a $75 million Tier 2 pathway.

Both would require principles-based investor disclosures, with the larger fundraising pathway imposing additional financial reporting obligations. Federal antifraud and antimanipulation provisions would continue to apply.

The proposed framework also introduces a conditional safe harbor allowing a cryptocurrency to cease being associated with an investment contract once the issuer has completed or permanently ended its promised essential managerial efforts.

Ripple supports this approach under the Supreme Court’s Howey test, maintaining that the investment contract surrounding a cryptocurrency, rather than the underlying token itself, determines the transaction’s securities-law treatment.

Ripple Seeks Stronger Protection for Secondary Markets

Ripple wants the SEC to clarify that cryptocurrency issuers do not automatically need to submit a Form TR to establish that an investment contract has ended.

The company also recommends allowing exchanges, brokers and other intermediaries to rely on completed Form TR filings when determining whether an asset remains subject to securities requirements.

Another proposed refinement would extend the safe harbor’s treatment of crypto assets to the Investment Company Act and Investment Advisers Act, reducing inconsistent classifications across federal securities laws.

Ripple also opposes excluding ordinary broker-dealer transactions from proposed state-registration preemption protections. Such restrictions could discourage regulated intermediaries from providing secondary-market liquidity.

The company’s position follows the resolution of its own SEC litigation, which distinguished institutional XRP sales from transactions in which buyers did not acquire the same investment-contract rights.

Ripple’s emphasis on separating tokens from their issuers also comes as the company and XRP Ledger Foundation established an official XRP account on October 19, identifying XRP as the native asset of the independently operating XRP Ledger.

Blockchain Association Pushes for Higher Startup Exemption

The Blockchain Association also endorsed the proposed framework on October 20 but requested changes to its fundraising restrictions.

The industry group wants the startup exemption increased from $5 million to $10 million, arguing that blockchain development, infrastructure and security expenses can exceed the proposed ceiling.

It also recommends excluding qualifying airdrops and network participation rewards from fundraising limits, preventing token distributions intended to support network activity from reducing the amount available for capital formation.

The regulatory debate follows the Senate’s failure to advance the CLARITY Act in September, leaving a broader federal cryptocurrency market-structure framework unresolved.

Ripple maintains that the SEC can introduce tailored exemptions using its existing statutory authority without waiting for new congressional legislation.

The SEC’s public comment deadline was October 20, 2026. Regulation Crypto Assets remains a proposal, with no final adoption date or implementation schedule announced.

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