← Regulations / United States / Operating Models / CEX

Centralized exchange in United States

Order-book exchange that takes custody of user assets and matches trades between users.

Conditional AI-Generated · Unreviewed

CEX is conditionally permitted in United States with a local entity, subject to AML obligations and high licensing burden.

Verdict Details

Permitted
conditional
Local entity required
Yes
Licensing burden
High
Last updated
2026-07-13

AML Obligations

  • MSB registration with FinCEN (Form 107) under the Bank Secrecy Act — immediate requirement
  • State Money Transmitter Licenses in 49 states + DC (Montana exempt) — 18–36 months for full coverage, $2M–$10M+ in bonds/fees
  • NY BitLicense required for New York customers — 12–24+ months, $2M+ capital minimum
  • California DFAL license (effective July 1, 2026) with penalties up to $100k/day for non-compliance
  • Travel Rule compliance — collect and share originator/beneficiary information on CVC transfers ≥ $3,000 (domestic); CTR filing at $10,000
  • SAR filing for suspicious transactions
  • OFAC sanctions screening on all transactions and counterparties
  • IRS reporting — taxation of virtual currency as property
  • If trading securities (token classification under Howey Test): SEC broker-dealer and/or ATS registration required
  • If offering derivatives: CFTC registration as FCM or SD required

Key Restrictions

  • Must determine per-token securities/commodities classification under SEC (Howey Test) vs CFTC — mixed status creates legal risk for multi-token exchange
  • Custody of securities-classified assets requires compliance with SEC custody rules and either a trust charter or OCC national bank charter
  • State-by-state licensing patchwork — cannot operate in a state without that state's MTL or equivalent license
  • No single federal license covers all activities; exchange must hold multiple layered licenses (FinCEN MSB + state MTLs + potentially SEC and/or CFTC registration)
  • NY BitLicense creates a separate, heavy application process for New York customers
  • California DFAL imposes additional state-level licensing with stringent penalties from July 2026

Key Risks

  • Token classification ambiguity — SEC and CFTC have overlapping jurisdiction; assets may be reclassified, triggering retroactive registration requirements
  • High enforcement volume — U.S. is the most active jurisdiction for both criminal and civil crypto enforcement (SEC, CFTC, DOJ, FinCEN)
  • State-level enforcement risk — e.g., New Jersey uses automated tools to identify crypto income mismatches and lost $435M to crypto scams in 2024
  • DOJ criminal enforcement exposure for money laundering, fraud, and sanctions evasion
  • Pending legislation (FIT21) could restructure jurisdictional lines between SEC and CFTC, creating regulatory uncertainty
  • Customer asset segregation rules are complex and depend on whether assets are classified as securities or commodities — no uniform federal standard

Evidence

This verdict synthesizes the following facts. Each fact links to its primary source(s).

licensing 90% confidence

SEC — regulates crypto assets that are securities and transactions in them, including broker-dealer and exchange registration under the Exchange Act. Its 17 March 2026 interpretation (Rel. 33-11412, 91 FR 13714) sets a token taxonomy of digital commodities, digital collectibles, digital tools, stablecoins and digital securities, and applies the Howey test to determine when a non-security crypto asset is subject to an investment contract.

licensing 90% confidence

CFTC — administers the Commodity Exchange Act for crypto assets that are commodities (the 17 March 2026 SEC interpretation, joined by the CFTC, lists Bitcoin and Ether as digital commodities), regulates crypto derivatives, holds anti-fraud and anti-manipulation authority over commodity spot markets (7 U.S.C. 9), and since 4 December 2025 has permitted listed spot crypto trading on CFTC-registered exchanges.

licensing 90% confidence

FinCEN — Treasury bureau (31 U.S.C. 310) that administers the Bank Secrecy Act: MSB registration on Form 107 within 180 days of establishment and every two years (31 CFR 1022.380), and the funds-transfer recordkeeping and travel rule for transmittals of $3,000 or more (31 CFR 1010.410(e)-(f)).

licensing 90% confidence

OFAC — administers U.S. economic sanctions, which apply to virtual currency transactions; on 15 October 2021 it published 'Sanctions Compliance Guidance for the Virtual Currency Industry'.

licensing 90% confidence

IRS — administers federal tax on digital assets, which are treated as property, not currency; brokers report digital-asset sales on Form 1099-DA beginning with transactions on or after 1 January 2025.

licensing 85% confidence

DOJ — prosecutes federal crimes involving crypto assets, including money laundering (18 U.S.C. 1956) and operating an unlicensed money transmitting business (18 U.S.C. 1960), as well as fraud and sanctions-evasion offences.

licensing 85% confidence

Bank Secrecy Act (Public Law 91-508, 1970; codified at 31 U.S.C. 5311 et seq.) is the federal AML/CFT statute. It requires reports and records useful in criminal, tax and regulatory investigations and requires money transmitting businesses to register with Treasury (31 U.S.C. 5330), implemented by FinCEN Form 107 within 180 days of establishment and renewal every two years (31 CFR 1022.380).

licensing 90% confidence

Securities Act of 1933 section 5 (15 U.S.C. 77e) prohibits offers and sales of securities without an effective registration statement or an exemption, and Securities Exchange Act of 1934 section 15 (15 U.S.C. 78o) requires brokers and dealers to register with the SEC. Their application to crypto assets is set out in the SEC interpretation of 17 March 2026 (Rel. 33-11412, 91 FR 13714), which the CFTC joined.

licensing 20% confidence

New York BitLicense (23 NYCRR Part 200) (2015) — NY-specific virtual currency business licensing

licensing 20% confidence

California DFAL (2025) — Digital Financial Assets Law — state crypto licensing

licensing 20% confidence

VASP: FinCEN MSB registration (immediate, Form 107) + state Money Transmitter Licenses in 49 states + DC (18-36 months for full coverage, $2M-$10M+ in bonds/fees). Montana is sole exemption.

licensing 85% confidence

Custody: federally, national banks and federal savings associations may custody crypto assets (OCC Interpretive Letter 1183, 7 March 2025) and the OCC conditionally approved five national trust bank charters for digital-asset custodians on 12 December 2025; broker-dealers holding crypto asset securities are subject to Rule 15c3-3 possession requirements (SEC staff statement, 17 December 2025); and on 6 October 2026 the SEC proposed crypto custody rules for registered advisers and funds (91 FR 63870). State trust charters are available separately under state law.

licensing 20% confidence

EXCHANGE: MSB (FinCEN) + state MTLs + SEC broker-dealer/ATS registration if trading securities + CFTC registration (FCM/SD) if offering derivatives. NY BitLicense required for NY customers (12-24+ months, $2M+ capital).

aml 92% confidence

Financial Crimes Enforcement Network (FinCEN): administers the Bank Secrecy Act AML/CFT regime. Under FIN-2013-G001 (18 March 2013) an administrator or exchanger of convertible virtual currency is a money transmitter and therefore a money services business; FIN-2019-G001 (9 May 2019) consolidates that guidance and applies it to further CVC business models. Each MSB must register with FinCEN on Form 107 within 180 days of establishment and renew every two years (31 CFR 1022.380).

aml 93% confidence

Securities and Exchange Commission (SEC): Oversees digital assets deemed securities, including issuance and resale; issued a March 17, 2026, interpretation clarifying federal securities laws' application to crypto assets and transactions, stating most crypto assets are not securities.

aml 90% confidence

Commodity Futures Trading Commission (CFTC): regulates commodities and derivatives under the Commodity Exchange Act; signed a Memorandum of Understanding with the SEC on 11 March 2026 to coordinate oversight and support lawful innovation (SEC PR 2026-26), and joined the SEC’s 17 March 2026 interpretation on crypto assets (Rel. 33-11412, 91 FR 13714), which the CFTC administers the CEA consistently with.

aml 80% confidence

State regulators: Examples include California's DFPI (Digital Financial Assets Law effective July 1, 2026, requiring licenses with $100k/day penalties); New Jersey Department of Banking and Insurance; New York's NYDFS (BitLicense regime); Connecticut (money transmitter laws).

travel-rule 90% confidence

The US travel rule (31 CFR 1010.410(f), issued 1995) requires financial institutions, including CVC money transmitters, to pass transmittor and recipient information with any transmittal of funds of $3,000 or more, domestic or cross-border; FinCEN guidance FIN-2019-G001 (9 May 2019) confirms it covers CVC. A 2020 FinCEN/Federal Reserve proposal to cut the cross-border threshold to $250 (85 FR 68005) is not reflected in the 2025 CFR. Separately, currency transactions over $10,000 require a currency transaction report (31 CFR 1010.311).

travel-rule 88% confidence

The Funds Travel Rule (now 31 CFR 1010.410(f)) was issued by FinCEN on 3 January 1995 (60 FR 234) alongside the joint FinCEN/Federal Reserve recordkeeping rule (60 FR 220). FinCEN guidance FIN-2019-G001 of 9 May 2019 confirmed that transactions involving convertible virtual currency qualify as transmittals of funds and therefore fall within the rule.

travel-rule 93% confidence

The travel-rule threshold is $3,000 or more per transmittal of funds, or its equivalent in convertible virtual currency; at or above it the transmittor’s financial institution must include the transmittor’s name, account number and address and the recipient information it received in the transmittal order (31 CFR 1010.410(f); FIN-2019-G001).

travel-rule 88% confidence

The travel rule applies to financial institutions, which for crypto means persons that are money transmitters under 31 CFR 1010.100(ff)(5). FIN-2019-G001 (9 May 2019) treats CVC exchangers and administrators, hosted wallet providers and owner-operators of CVC kiosks as money transmitters; a trading platform that only matches buyers and sellers without hosting their value, and a person using an unhosted wallet for its own purchases, are not.

travel-rule 92% confidence

For each transmittal of $3,000 or more, the transmittor’s financial institution must include in the transmittal order the transmittor’s name and account number, address, the amount, the execution date, the identity of the recipient’s financial institution, and as many recipient identifiers (name and address, account number, other specific identifier) as it received (31 CFR 1010.410(f)(1)); intermediary institutions must pass on the information they receive (1010.410(f)(2)). Supporting records are kept under 1010.410(e) for five years (1010.430).

travel-rule 93% confidence

FinCEN guidance FIN-2019-G001, Application of FinCEN’s Regulations to Certain Business Models Involving Convertible Virtual Currencies (9 May 2019), states that CVC transactions qualify as transmittals of funds, so money transmitters must comply with the Funds Transfer Rule (31 CFR 1010.410(e)) and the Funds Travel Rule (1010.410(f)) for transmittals of $3,000 or more or the CVC equivalent, and must register with FinCEN within 180 days of starting money transmission.

travel-rule 90% confidence

The BSA Funds Travel Rule, 31 CFR 1010.410(f), issued in 1995, is the basis of the US travel-rule obligation; FinCEN’s 9 May 2019 guidance FIN-2019-G001 states that CVC transactions fall within it and that the guidance creates no new regulatory requirements.

enforcement 92% confidence

On 18 June 2025 the U.S. Department of Justice filed a civil forfeiture complaint in the U.S. District Court for the District of Columbia against more than $225.3 million in cryptocurrency that it alleges was laundered through a blockchain-based network dispersing proceeds of cryptocurrency investment-fraud ("confidence scam") schemes.

enforcement 20% confidence

The New Jersey Division of Taxation uses automated tools to identify mismatches between reported cryptocurrency income and federal 1099 forms

enforcement 20% confidence

New Jersey residents lost $435 million to cryptocurrency scams in 2024, ranking the state sixth among all states for total crypto fraud losses

enforcement 0% confidence

CFTC fined a New York-based crypto trading firm $250,000 for violating speculative position limits on Bitcoin futures contracts. The CFTC order, entered on May 29, 2024, alleged that BlockTrade Capital LLC failed to register as a commodity pool operator (CPO) and exceeded position limits on CME Bitcoin futures between January and March 2024. The firm agreed to pay the fine and cease violations. CFTC Press Release 8731-24

enforcement 0% confidence

CFTC issued a cease and desist order against CryptoPulse Advisors, a decentralized finance (DeFi) platform, for offering leveraged retail commodity transactions in digital assets without registration. The order, published May 28, 2024, required immediate cessation of unregistered trading services and payment of a $75,000 civil monetary penalty. CFTC Press Release 8730-24

enforcement 0% confidence

The international actions (FCA, ESMA) highlight that regulatory harmonization (e.g., MiCAR in the EU) is prompting parallel enforcement, but the U.S. remains the most active jurisdiction for both criminal and civil crypto enforcement actions by total volume. Reuters, May 29, 2024

Verdict Attribution

Source:
AI-Generated · Unreviewed
AI synthesized:
2026-07-13 (deepseek-chat)
Last updated:
2026-07-13
Confidence:
high

This verdict was produced by an AI model from the underlying facts. Confirm with counsel before relying on it for material decisions.

Conditional — a centralized exchange may operate in the US only by obtaining FinCEN MSB registration, state Money Transmitter Licenses in 49+ states, a NY BitLicense (if serving NY customers), California DFAL license (from July 2026), and potentially SEC broker-dealer/ATS and/or CFTC registrations depending on token classification, with onerous AML/KYC/Travel Rule obligations and multi-year, multi-million-dollar licensing costs.

Questions this verdict aims to answer

  • What exchange / VASP license applies?
  • What custody segregation rules apply to user assets?
  • What market-conduct and listing rules apply?
  • What travel-rule obligations apply on withdrawals?