SEC Clarifies Custody Rules for Crypto Asset Securities by Broker-Dealers

Quick Breakdown 

• SEC outlines custody requirements for broker-dealers handling crypto asset securities under Rule 15c3-3.
• Guidance covers private key protection, risk assessment, and contingency planning for blockchain disruptions.
• The framework ensures compliance while maintaining secure access to and transfer of tokenised securities.

The U.S. Securities and Exchange Commission’s (SEC) Division of Trading and Markets has issued new guidance on the custody of crypto asset securities by broker-dealers, aiming to provide clarity for firms handling tokenized securities. The statement, released on December 17, 2025, outlines how broker-dealers can comply with Rule 15c3-3’s “physical possession” requirement when managing digital securities, bridging the gap between traditional securities frameworks and blockchain-based assets.

Our Division of Trading and Markets issued a staff statement on the custody of crypto asset securities by broker-dealers.

— U.S. Securities and Exchange Commission (@SECGov) December 17, 2025

Broker-dealer responsibilities and risk management

The SEC emphasizes that broker-dealers must maintain actual access to crypto asset securities and the capability to transfer them via the underlying distributed ledger technology. Firms are required to implement written policies and procedures to assess the network’s performance, scalability, security, and governance, ensuring the assets are safe from operational or technological risks.

The guidance also addresses potential disruptions, such as blockchain malfunctions, 51% attacks, hard forks, and airdrops, and advises firms to prepare contingency plans. Additionally, broker-dealers must protect private keys against theft, loss, or unauthorized use, and ensure that no third party, including the customer, can access assets without authorization. These measures aim to provide a framework for secure custody while enabling firms to efficiently leverage crypto asset securities.

Operational safeguards and compliance

The SEC notes that broker-dealers should refrain from claiming possession of crypto asset securities if material security or operational risks exist, offering firms flexibility to manage exposure. The guidance further outlines steps for asset transfers in events such as bankruptcy or liquidation, ensuring continued accessibility and safekeeping.

This statement, shared by the SEC as part of ongoing efforts to clarify the application of federal securities law to crypto assets, does not create new legal obligations but provides an interim framework for broker-dealers. 

In another development, the Depository Trust & Clearing Corporation (DTCC) announced that it had received a no-action letter from the SEC, allowing it to deploy a tokenized deposit solution without immediate enforcement risk. The clearance enables the DTCC to explore blockchain-based settlement and custody for U.S. securities, signalling progress in bridging traditional finance with digital asset infrastructure.