Ripple Sec Letter Recasts Token Jurisdiction for XRP

As Congress and regulators clash over digital assets, a fresh ripple sec letter to Washington underscores how XRP classification could shape the next phase of US crypto oversight.

Ripple urges SEC to separate token status from securities offerings

In a new market-structure submission to the SEC’s Crypto Task Force, Ripple is pressing the agency to draw a clear legal line between a securities offering and the underlying token that later trades in secondary markets. The framing could prove pivotal for XRP and other cryptocurrencies as disclosure and jurisdiction debates intensify.

The letter, dated January 9, 2026 and made public after its filing, was signed by Chief Legal Officer Stuart Alderoty, General Counsel Sameer Dhond, and Deputy General Counsel Deborah McCrimmon. Moreover, Ripple explicitly positions the document as input into ongoing Commission rulemaking or interpretive guidance, rather than a one-off advocacy piece.

Ripple connects its arguments to parallel legislative efforts on Capitol Hill, signaling that agency policy and statute are now on a collision course. The company cites earlier submissions from March 21, 2025 and May 27, 2025, and references the House’s CLARITY Act of 2025, as well as Senate discussion drafts, as evidence that classification decisions will cascade into “jurisdiction, disclosures, and secondary-market treatment.”

From decentralization to legal rights as the core test

Ripple’s central thesis is that regulators should stop relying on “decentralization” as a legal yardstick. The company calls decentralization “not a binary state” and argues that it creates “intolerable uncertainty,” yielding both “false negative” and “false positive” outcomes when agencies attempt to apply it in enforcement and rulemaking.

One of Ripple’s key worries is that a crypto asset could be trapped indefinitely within the securities regime simply because an issuer or affiliated entity still holds a significant inventory or continues contributing to ecosystem development. That concern has obvious parallels to Ripple’s own situation: the company still controls a large chunk of all XRP in escrow, while developer arm RippleX remains a central contributor to the evolution of the XRP Ledger.

Instead of decentralization metrics, Ripple urges the SEC to ground its jurisdiction in “legal rights and obligations,” with a focus on enforceable promises rather than market narratives about ongoing efforts. However, the company warns that regulatory theories anchored in the “efforts of others” risk collapsing the multi-factor securities law howey analysis into a single prong that sweeps too broadly across the digital-asset landscape.

Time-bounded jurisdiction and secondary-market implications

The most consequential portion of the submission is Ripple’s proposal that the SEC’s jurisdiction should be tethered to the “lifespan of the obligation,” rather than permanently attached to the asset itself. In other words, the Commission should regulate the promise, not the token, once any relevant obligations have ended or been fulfilled.

In a key passage directed at secondary markets, the company writes: “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. The dispositive factor is the holder’s legal rights, not their economic hopes. Without that bright line, the definition of a security, and the SEC’s jurisdictional limits, become amorphous and unbounded.”

That framing goes to the heart of XRP‘s post-lawsuit posture and raises broader questions: can secondary-market trading of a token remain under securities-law oversight long after initial distributions, marketing campaigns, or development-era statements have faded? The ripple sec letter insists that active secondary trading should not become a stand-alone jurisdictional hook for the SEC.

Moreover, Ripple compares high-velocity crypto trading to spot commodities such as gold and silver, as well as secondary trading in consumer hardware. The analogy is intended to show that robust, liquid markets in an asset do not automatically transform that asset into a security needing perpetual Commission oversight.

Capital raising, privity, and issuer inventory risks

The company also devotes substantial attention to the boundary between true capital formation and routine trading activity. Ripple argues that capital raising privity should function as a bright line distinguishing primary distributions, where investors transact directly with an issuer, from exchange-based trading where counterparties are largely unknown and the issuer appears merely as another market actor.

In that context, the letter warns that treating every issuer-affiliated sale as a perpetual capital raise will create “perverse outcomes” across the industry. Ripple coins phrases such as “Zombie Promise” and “Operational Paralysis” to describe scenarios in which issuer-held token inventories become regulatory liabilities, with heavy compliance burdens attached to standard treasury management and token sales practices.

However, those arguments are not purely self-interested. By shining a spotlight on issuer token inventory and treasury operations, Ripple is aligning its concerns with those of other token projects that launched with large reserves or foundation-controlled supplies, many of which are now grappling with similar questions about how and when their sales cross into securities territory.

Targeted disclosures instead of full corporate registration

On the disclosure front, Ripple backs a “fit-for purpose” regime in situations where securities law genuinely applies. Rather than forcing issuers into “full corporate registration designed for traditional equity,” the company urges the SEC to calibrate information requirements to the specific promises made to purchasers and to any continuing forms of control or decision-making that affect token holders.

That said, the company is not arguing for a disclosure-free landscape. Ripple expressly supports fit for purpose disclosures where investors receive defined legal rights or where central actors continue to exercise meaningful control over protocol parameters or token supply. The crucial distinction, in its view, is that obligations should attach to the issuer’s commitments, not to the digital asset as an object that carries the label of security forever.

For XRP holders and market participants, these positions send a clear directional signal on xrp regulatory status. Ripple is advocating for a framework where obligations and reporting triggers are linked to specific undertakings or control structures, while day-to-day trading in the token would fall outside securities jurisdiction once those undertakings have ended.

Legislative timing and the broader crypto market structure fight

The timing of the filing underscores the high political stakes. Ripple dated the letter January 9, 2026, less than a week before a scheduled January 15 markup in the US Senate Banking Committee on comprehensive digital-asset market structure legislation. That session is expected to shape how classification language, jurisdictional boundaries, and disclosure concepts are hardened into statutory text.

In the background, multiple drafts of a crypto market structure bill 2025 and competing Senate crypto market structure bill proposals have put federal agencies on notice that Congress may soon redraw their authority. Ripple’s latest intervention attempts to influence where the lines fall between securities regulation, commodities oversight, and bespoke frameworks for payment and utility tokens.

Moreover, industry participants see the emerging crypto market structure legislation as a test of whether lawmakers can reconcile trading, custody, and disclosure obligations without stifling innovation. Ripple’s emphasis on time-bound jurisdiction and clear secondary-market rules aims to shape that legislative compromise, especially around the treatment of tokens that transition from initial funding instruments to widely held network assets.

Market reaction and outlook for XRP

While the letter itself is aimed at policymakers rather than traders, markets are already watching for clues about how US rules will evolve. At press time, XRP traded at $2.05, reflecting a market that is still pricing in both regulatory risk and the potential upside from clearer status in the United States and other major jurisdictions.

However, price action on technical charts suggests resistance remains strong. Analysts note that XRP was recently rejected at the 0.382 Fib level on the 1-week chart, according to XRPUSDT data on TradingView.com. That rejection may temper near-term bullish momentum even as legal and policy developments create a longer-term narrative around secondary market treatment.

In summary, Ripple’s January 2026 submission to the SEC attempts to redefine how obligations, not tokens, anchor securities jurisdiction. By stressing legal rights, time-limited oversight, and tailored disclosures, the company hopes to secure a durable framework for XRP and the broader crypto market as US lawmakers and regulators finalize their approach.