When you launch a token, raise funds through a security offering, or build a blockchain-based investment platform, you’re not just writing code-you’re entering a legal minefield. In 2025, compliance with securities regulations isn’t optional. It’s the difference between scaling your project and facing an SEC enforcement action that shuts you down. And the rules have changed-fast.
What Changed in 2025? The SEC’s New Direction
The SEC under Chairman Paul Atkins, sworn in April 2025, is no longer treating every crypto token as a security. That was the old playbook. Now, under Project Crypto, launched August 4, 2025, the agency is trying to draw clear lines. They want to know: Is this token a utility? A security? Or something in between? The goal isn’t to ban crypto-it’s to define what’s allowed. This shift came after a string of court losses. In July 2025, the Eleventh Circuit threw out the SEC’s funding rule for the Consolidated Audit Trail, calling it “arbitrary and capricious.” That signaled to the industry: the SEC can’t just make rules on its own anymore. Courts are stepping in. So now, enforcement is more targeted. Crypto-related cases dropped 42% in the first half of 2025 compared to all of 2024. But don’t celebrate yet. The SEC is still going after fraud, misleading disclosures, and unregistered offerings-especially those targeting retail investors.Five Compliance Areas That Matter Right Now
If you’re running a blockchain startup or a DeFi platform, here’s what you need to be checking off:- Regulation Best Interest (Reg BI) - If you’re advising investors on crypto assets, you must prove you’re acting in their best interest. That means disclosing every conflict of interest-even if it’s just your team holding the same token you’re promoting. In 2025, 63% of firms still struggle with this. One firm paid $115,000 in December 2024 just for failing to send GAAP-compliant financials to clients.
- AI Governance - If your platform uses AI to recommend trades, screen users, or monitor risk, you need a documented governance framework. 78% of firms say they have one. Only 32% are confident it meets SEC standards. The cost? Up to $250,000 a year for tools and audits. And yes, regulators are asking for screenshots of your AI decision logs.
- Crypto Disclosures - You can’t say your token is “not a security” and then sell it like one. FINRA found that 72% of broker-dealers failed to clearly state that their crypto offerings came from unregistered affiliates. That’s a red flag. If you’re raising money through tokens, you need a white paper that answers: Who’s behind this? How’s the value determined? What rights do holders have?
- Custody Rules - If you hold client assets-even crypto-you must use a qualified custodian. In August 2025, an adviser was fined $50,000 for skipping surprise audits for six years. Even if you think your smart contract is secure, the SEC doesn’t care. They want paper trails and third-party verification.
- Rule 105 of Regulation M - This one trips up a lot of DeFi projects. You can’t short a stock or token you’re about to sell. In August 2025, a private fund adviser paid $250,000 for violating this rule during a token launch. It’s not just about timing-it’s about intent.
State vs. Federal: The Compliance Patchwork
Here’s the messy part: while the SEC is pulling back in some areas, states are stepping up. California, New York, and Texas have all proposed their own crypto regulations. Some require licensing. Others demand additional disclosures. You might be compliant with federal rules but still violate state law. A firm based in Nevada with clients in California could face two different sets of rules. That’s why 71% of multi-state firms say cross-jurisdictional compliance is their biggest headache. The Milken Institute predicts that by mid-2026, 14 states will have their own crypto frameworks. That could raise compliance costs by 2.3 times compared to a single federal standard.
How Much Does Compliance Actually Cost?
Let’s be real. Compliance isn’t cheap. For a mid-sized firm managing $1 billion in assets, you need at least 1.8 full-time compliance staff. That’s two people just doing paperwork, audits, and training. The average annual cost to implement Reg BI compliance? $315,000. About 70% of that goes to documentation tools, monitoring software, and legal reviews. If you’re using AI tools, add another $150,000-$250,000. And that’s before you factor in fines. In 2025, 87% of broker-dealers and 76% of investment advisers use RegTech platforms. The top five vendors-Advent, Charles River, Fidelity, Broadridge, and RegEd-control nearly 60% of the market. If you’re a startup, you can’t afford to build this from scratch. You need to buy in.What Successful Firms Do Differently
The firms that avoid enforcement actions all have three things in common:- They meet quarterly. Top performers review every new regulation, court ruling, and enforcement case every three months. They don’t wait for a letter from the SEC.
- They document everything. Not just policies-emails, meeting notes, training records. One CCO told Compliance Week that early self-disclosure of a Rule 105 violation helped them avoid penalties entirely.
- They talk to regulators. The SEC’s new Office of Risk and Strategy is open to dialogue. Firms that reached out proactively got feedback before launching products. Those who waited? Got fined.
What’s Coming Next?
The SEC’s Spring 2025 Agenda lists 32 rules under review. Seventeen are expected to be finalized by year-end. Crypto-related rules are top priority. Look for clearer definitions around token sales, stablecoin issuers, and decentralized exchanges. But here’s the wild card: Congress. House Republicans proposed a 7% budget cut for the SEC in September 2025. If it passes, enforcement of cybersecurity rules and new disclosure requirements could be paused. That might sound good-but it also means less guidance. You’ll be left guessing what’s legal. Meanwhile, courts are limiting the SEC’s power. The Loper Bright Enterprises v. Raimondo ruling means agencies can’t interpret laws without court approval. That’s a big deal. It means the SEC can’t just say “this token is a security” anymore. They have to prove it in court.Bottom Line: Don’t Wait for the Letter
Compliance in 2025 isn’t about checking boxes. It’s about building trust. If your project is built on transparency, clear disclosures, and documented processes, you’ll survive-even thrive. If you’re hiding behind “blockchain is lawless,” you’re already behind. Start with these three steps:- Map your offering: Is it a security? If yes, register or find a legal exemption.
- Document your AI, disclosures, and custody practices-before anyone asks.
- Reach out to the SEC’s Office of Risk and Strategy. Ask questions. Get feedback. Don’t wait for them to find you.
Are all crypto tokens considered securities in 2025?
No. Under the SEC’s Project Crypto initiative, tokens are no longer automatically classified as securities. The agency now evaluates them based on their structure, use case, and investor expectations. Utility tokens with no expectation of profit from others’ efforts may not be securities. But if you’re selling a token promising returns, dividends, or governance rights tied to a company’s success, it’s likely a security. The burden of proof is on you.
What happens if I don’t comply with securities regulations?
You risk enforcement actions: fines, asset freezes, injunctions, or even criminal charges. In 2025, the SEC brought penalties ranging from $50,000 for missed audits to $250,000 for Rule 105 violations. Beyond fines, your project could be forced to shut down, your team barred from future offerings, and your reputation destroyed. Even if you’re outside the U.S., the SEC can target U.S. investors or dollar-denominated transactions.
Do I need a lawyer to handle crypto compliance?
Yes-if you’re doing anything beyond a simple utility token. Securities law is complex, and regulators don’t accept “I didn’t know” as an excuse. A lawyer specializing in crypto and SEC regulations can help you structure your offering legally, draft compliant disclosures, and navigate exemptions like Regulation D or Regulation A+. The cost of a good lawyer is far less than a $250,000 fine.
Can I use AI to automate my compliance?
You can use AI for monitoring, flagging suspicious activity, or tracking disclosures-but you can’t outsource responsibility. The SEC requires human oversight. You must document how your AI works, what data it uses, and how decisions are reviewed. Firms that treat AI as a magic fix got hit with deficiency letters in 2025. AI is a tool, not a shield.
How do I know if my token is a security?
Use the Howey Test: (1) Is there an investment of money? (2) In a common enterprise? (3) With an expectation of profit? (4) Primarily from the efforts of others? If your token meets all four, it’s likely a security. Even if your team says it’s a utility, if buyers expect price appreciation from your project’s success, the SEC will treat it as a security. Don’t rely on labels-focus on substance.
Cody Leach
November 14, 2025 AT 06:37Project Crypto is a step in the right direction. The SEC’s old blanket approach was just chaos. Clearer lines mean startups can actually plan instead of guessing if they’ll get sued tomorrow. I’ve seen too many teams shut down because they couldn’t afford the legal gamble.