Ripple submitted a formal letter to the U.S. Securities and Exchange Commission (SEC) on May 27 following its May 20 meeting with the agency’s Crypto Task Force, laying out a detailed case for when a crypto asset originally sold as part of an investment contract should no longer be treated as a security.

The letter, co-signed by Ripple’s Chief Legal Officer Stuart Alderoty, General Counsel Sameer Dhond, and Deputy General Counsel Deborah McCrimmon, urged the SEC to adopt a more precise legal framework rooted in current law and court precedent. It cited the 2023 decision in SEC v. Ripple Labs Inc., where Judge Analisa Torres concluded that while some institutional XRP sales constituted investment contracts, the token itself was not a security when traded in secondary markets. Ripple’s letter also referenced legal scholarship that emphasizes the absence of a continuing legal relationship in most secondary crypto transactions.

To address regulatory uncertainty, Ripple proposed a legal standard to determine when a token has separated from an investment contract. This would be based on whether any material promises from the issuer remain unfulfilled and whether subsequent holders retain enforceable rights from those promises. They also advocated for a well-structured safe harbor to guide market participants operating in good faith. Emphasizing the need for legislative clarity rather than regulatory improvisation, the letter stated:

If there is a gap in the law, it is Congress’s —not the SEC’s—to fill it. Absent delegated authority, new legal standards must be established by lawmakers.

Ripple further recommended a “maturity” test to define when a digital asset should fall outside the purview of securities laws. They described it as a clearer alternative to existing criteria, writing: “Maturity is a more workable concept than ‘decentralization,’ which has proven elusive and inconsistent in public discourse, litigation and policy discussions. Still, unless carefully cabined, ‘maturity’ could devolve into another ambiguous standard.”

The crypto firm cautioned against imposing additional compliance obligations on tokens that are already operating in well-established, transparent ecosystems. The letter states:

In short, it would be inappropriate to impose new securities law obligations—such as registration or disclosure—on tokens and networks that have operated and traded in broad liquid markets, openly, transparently, and permissionlessly for a significant time.

“These assets have been integrated into the financial system, are broadly held, and no longer pose the risks that animate the SEC’s concerns,” Ripple concluded.

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