Ripple has submitted a formal letter to the U.S. Securities and Exchange Commission's Crypto Task Force, advocating for a fundamental shift in how digital assets are regulated. The detailed submission, dated January 9, 2026, argues that current regulatory ambiguity creates a "forever securities" problem, where tokens remain under securities law long after the original fundraising obligations have ended.
The core of Ripple's argument hinges on the legal concept of "privity"—a direct relationship between issuer and buyer. The company contends that securities law should only apply during primary sales, such as initial offerings, where enforceable promises exist. Once an asset trades freely on secondary markets like exchanges, with no direct contract between the buyer and the original issuer, it should no longer be treated as a security. Ripple compares mature crypto markets to commodities like gold or silver, where high trading volume does not alter the asset's fundamental legal nature.
Ripple strongly criticized the use of "decentralization" as a regulatory standard, calling it subjective and unreliable. The letter warns that reducing securities analysis to whether buyers expect profits is flawed, as securities laws exist to regulate enforceable promises, not general market optimism. The company also highlighted the "zombie promise" problem, where decades-old statements could be deemed binding on secondary-market buyers who were never party to the original deal.
The timing of this push is critical, as Congress prepares to finalize comprehensive market-structure legislation in early 2026 and the SEC, under Chair Paul Atkins, has launched "Project Crypto" to transition from enforcement to formal rulemaking. Ripple's framework directly reflects its multi-year legal battle with the SEC over XRP and seeks to embed its courtroom defense—that XRP sales on exchanges are not securities transactions—into federal policy before new rules are solidified.
