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SEC Staff Clarifies How Broker-Dealers Can Custody Crypto Securities Under Rule 15c3-3

The new FAQ details control-location options plus operational safeguards that let traditional firms custody tokenized assets without SPBD status.

Overview

  • The Division of Trading and Markets on Dec. 17 updated its crypto FAQ and withdrew the 2019 SECFINRA joint staff statement on digital asset custody.
  • Broker-dealers can satisfy “possession or control” by having direct on-chain transfer capability via private keys or qualifying control locations such as HSM setups, bank sub-custody with directive rights, or multisig designs.
  • Firms must document blockchain and network assessments and enforce written policies to protect keys and address disruptions including 51% attacks, hard forks, airdrops, and other security incidents.
  • Rule 15c3-3(b) applies only to crypto assets that are securities, while staff said it would not object to treating proprietary bitcoin and ether used in in-kind ETF flows as readily marketable for net capital calculations with a 20% commodity haircut.
  • The clarification is a staff position rather than binding rulemaking, which opens practical avenues for major broker-dealers to enter tokenized securities custody as the industry awaits examiner guidance or formal rules.