Ripple has recently taken a significant step by submitting a market-structure letter to the SEC’s Crypto Task Force, advocating for a clear separation between securities offerings and the tokens that may subsequently trade in secondary markets. This communication comes at a critical time as it could shape the regulatory landscape for XRP and other cryptocurrencies in the wake of Ripple’s ongoing legal battles.
In the letter dated January 9, 2026, and signed by Chief Legal Officer Stuart Alderoty, General Counsel Sameer Dhond, and Deputy General Counsel Deborah McCrimmon, Ripple positions its comments as constructive feedback for the SEC’s rulemaking processes. The submission reflects Ripple’s ongoing engagement with legislative efforts on Capitol Hill, referencing prior communications from March and May of 2025, and aligning with upcoming legislative initiatives, including the House’s CLARITY Act of 2025.
Ripple Advocates for Clear Regulatory Guidelines
At the core of Ripple’s argument is the call for regulators to abandon “decentralization” as a definitive legal metric. They contend that this binary framing generates substantial uncertainty, leading to both “false negative” and “false positive” classifications. Their perspective is particularly relevant given that Ripple holds significant inventory of XRP in escrow, while its developer arm RippleX continuously contributes to the advancement of the XRP Ledger.
Furthermore, Ripple proposes that the SEC’s oversight should derive from established “legal rights and obligations” associated with the tokens, rather than nebulous market narratives. They argue that regulatory frameworks centered solely on “efforts of others” risk oversimplifying the comprehensive Howey test framework.
Among the letter’s most critical points is Ripple’s assertion that the SEC’s jurisdiction should only apply for the duration of an obligation. They stipulate:
“The Commission’s jurisdiction should track the lifespan of the obligation; regulating the ‘promise’ while it exists, but liberating the ‘asset’ once that promise is fulfilled or otherwise ends…”
This line of reasoning could have profound implications for XRP, particularly regarding whether secondary-market trading can be subject to securities law enforcement long after an asset’s initial distribution. Ripple firmly rejects the notion that the active trading of an asset should automatically trigger SEC jurisdiction, likening dynamic crypto markets to the trading of tangible commodities like gold or silver, and secondary markets for consumer electronic devices.
Ripple further discusses the delicate boundary surrounding “capital raising” activities, advocating for the concept of privity as a means to differentiate initial public offerings from subsequent trading transactions in the market. The letter warns that categorizing every issuer sale as a continuous capital raise could lead to detrimental outcomes, describing the risks of a “Zombie Promise” and “Operational Paralysis”—terms that reflect concerns about issuers holding onto token inventories and the subsequent regulatory burdens that could arise from treasury management practices.
Additionally, Ripple supports a framework of “fit-for-purpose” disclosures in situations where securities regulation is indeed necessary, instead of imposing stringent “full corporate registration” standards meant for traditional equity. This approach suggests a shift towards requiring disclosures linked specifically to identifiable promises or controls rather than perpetually tying them to the asset.
The timing of the letter is noteworthy as it was issued just days before a pivotal markup of comprehensive digital-asset market structure legislation by the US Senate Banking Committee, a deadline that could significantly influence the evolving definitions and classifications of cryptocurrencies in legislative texts.
As of now, XRP is trading at $2.05, providing a critical reference point for traders and market participants during this transformative period.
