Skip to main content

What Are the SEC’s Criteria for “Sufficient Decentralization”?

The SEC's guidance, particularly articulated by former Director Hinman, suggests that a network is sufficiently decentralized when the purchasers of the token no longer reasonably expect a central promoter or third party to carry out essential managerial or entrepreneurial efforts. Criteria include the absence of a central figure, a wide distribution of tokens, and the ability of token holders to genuinely participate in governance.

Once decentralized, the token may cease to be a security.

Define ‘Contango’ in the Context of Futures Markets
How Does Decentralization of a Crypto Network Affect Its Classification under the Howey Test?
What Are “Directed Selling Efforts” That Are Prohibited under Regulation S?
What Are the “Reasonable Steps” an Issuer Must Take to Verify Accredited Investor Status under 506(C)?