FILE PHOTO: Bitcoin (virtual currency) coins are seen in an illustration picture taken at La Maison du Bitcoin in Paris, France, May 27, 2015. REUTERS/Benoit Tessier/File Photo
August 24, 2017
By Alastair Sharp
TORONTO (Reuters) – Canadian securities regulators on Thursday said many Canadian crypto currency offerings they have studied involve the sale of securities and should abide by tough existing rules unless otherwise granted exemptions.
Crypto currencies such as bitcoin and a growing stream of alternatives allow anonymous peer-to-peer transactions without the need for banks or central banks. They are also used by companies seeking to raise capital, in the form of initial coin offerings (ICOs) or initial token offerings (ITOs).
The currencies exist in a legal gray area, however, with regulators scrambling to come up with rules that will not stifle innovative funding models while also protecting investors.
The Canadian Securities Administers, an umbrella group of provincial watch-dogs, said any coin or token whose value is tied to the future profits or success of a business will likely be considered a security, while those providing access to a specific good, such as the ability to play a video game, may not.
“With the offerings that we have reviewed to date, we have in many instances found that the coins/tokens in question constitute securities for the purposes of securities laws, including because they are investment contracts,” the regulators said in a statement.
Executives and advisers to the country’s growing fintech industry criticized the statement for not offering enough clarity.
“There still is a lot of gray area in terms of the guidance on when a crypto currency or token would be a security,” said Daniel Fuke, a partner in the securities and M&A group at Fasken Martineau who is advising companies, including CoinSquare, a crypto currency marketplace.
“It would be nice if we could know from CSA what they were thinking in terms of some of the sub-considerations of the securities law test.”
In July, the U.S. Securities and Exchange Commission said tokens issued through ICOs can be considered securities, meaning they would fall under disclosure laws and be subject to regulatory scrutiny unless a “valid exemption” applies.
Kik Interactive, a Waterloo, Ontario-based company launching a digital currency called Kin so its messaging customers can use a range of digital services, said it is working to ensure Kin is classified as a utility token, not a security.
To date, no business has issued a prospectus to complete an initial coin or token offering in Canada, nor has any crypto currency exchange been recognized or exempted from recognition in Canada, the regulators said.
(Reporting by Alastair Sharp; Editing by Dan Grebler)