December 5th, 2023

ERC3643 Unveiled: Enhancing Compliance and Control in Tokenizing Real-World Assets

ERC3643 is an Ethereum standard for permissioned tokens, also known as security tokens. It is an open-source suite of smart contracts that enables the issuance, management, and transfer of tokens that represent real-world assets, such as equity, debt, real estate, or art. It is designed to work with an on-chain identity system that allows for the validation of the identities and credentials of investors and issuers through signed attestations issued by trusted claim issuers. It aims to provide a comprehensive framework for managing the lifecycle of security tokens, from issuance to transfers between eligible investors, while enforcing compliance rules at every stage. Also, supports additional features such as token pausing and freezing, which can be used to manage the token in response to regulatory requirements or changes in the status of the token or its holders. In this article, I will provide a personal perspective on the current state of ERC3643, provide statistics and data to support an opinion on its benefits and challenges, and offer research to support an argument for or against its adoption.

ERC3643 was first proposed in July 2021 by a group of developers from Tokeny Solutions, a platform for tokenizing securities. The proposal was based on the previous T-REX protocol, which had been used by Tokeny and its partners to tokenize over €28 billion worth of assets across 180 jurisdictions. The proposal was reviewed and accepted by the Ethereum community as an official standard in 2021, becoming the first standard for permissioned tokens on Ethereum. Since then, ERC3643 has been adopted by several projects and platforms in the security token space, such as Securitize, Polymath, and Tokensoft.

One of the main benefits is that it enables the tokenization of real-world assets in a compliant and efficient way. Tokenization is the process of converting the ownership rights of an asset into a digital token that can be stored and transferred on a blockchain. This process can bring several advantages, such as:

Increased liquidity: Tokenization can lower the barriers to entry and exit for investors, allowing them to trade fractional ownership of assets in a global and 24/7 market. This can increase the demand and supply of assets, resulting in higher liquidity and lower costs.
Reduced intermediaries: Tokenization can eliminate or reduce the need for intermediaries, such as brokers, custodians, and lawyers, who often charge high fees and introduce delays and risks in the transaction process. By using smart contracts and blockchain technology, tokenization can automate and streamline the issuance and transfer of tokens, reducing costs and increasing efficiency.
Enhanced transparency: Tokenization can provide a higher level of transparency and trust for investors and issuers, as the tokens and their underlying assets are recorded and verified on a public and immutable ledger. This can improve the quality and availability of information, as well as the accountability and governance of the token issuers.
Improved accessibility: Tokenization can democratize access to assets that are traditionally illiquid, expensive, or exclusive, such as real estate, art, or private equity. By creating fractional and digital ownership of assets, tokenization can enable more investors to participate in the market, diversify their portfolio, and benefit from the returns of the assets.

However, tokenization also faces several challenges, especially when it comes to security tokens, which are subject to complex and varying regulations across different jurisdictions. Security tokens must comply with the laws and rules that govern the issuance and transfer of securities, such as KYC (Know Your Customer), AML (Anti-Money Laundering), and CFT (Combating the Financing of Terrorism). These regulations are meant to protect investors and issuers from fraud, manipulation, and other risks, but they also impose restrictions and requirements that can limit the potential of tokenization. For instance, security tokens may have to comply with:

Eligibility criteria: Security tokens may only be issued and transferred to investors who meet certain criteria, such as accreditation, residency, or income. These criteria may vary depending on the type and jurisdiction of the token and the investor, and they may require the verification of the identity and credentials of the investors.
Transfer restrictions: Security tokens may have to follow certain rules and limitations when they are transferred between investors, such as lock-up periods, holding periods, volume limits, or whitelists. These rules may depend on the status and jurisdiction of the token and the investor, and they may require the approval of the issuer or a third party.
Disclosure obligations: Security tokens may have to provide certain information and reports to the investors and regulators, such as prospectuses, financial statements, or audits. These information and reports may vary depending on the nature and jurisdiction of the token and the issuer, and they may require the involvement of professionals and authorities.

These challenges pose significant technical and legal difficulties for the tokenization of real-world assets, as they require the integration and coordination of multiple systems and parties, such as blockchain platforms, identity providers, claim issuers, regulators, and intermediaries. Moreover, these challenges may also affect the attractiveness and feasibility of tokenization, as they may reduce the liquidity, efficiency, transparency, and accessibility of the tokens.

This is where ERC3643 comes in. It is designed to address these challenges by providing a standard and flexible framework for the creation and management of permissioned tokens on Ethereum. Leverages the power and versatility of smart contracts and blockchain technology to encode and enforce the compliance and control rules of the tokens, while also integrating with an on-chain identity system to validate and verify the identities and credentials of the investors and issuers. It defines several interfaces that are described below:

Token interface: This interface defines the basic functions and events of the token, such as minting, burning, transferring, pausing, and freezing. It also defines the functions and events related to the token lifecycle, such as issuing, redeeming, and updating. It also inherits from the ERC-20 interface, which is the standard for fungible tokens on Ethereum.
Identity Registry interface: Defines the functions and events related to the identity registry, which is a smart contract that stores and manages the on-chain identities of the investors and issuers. The identity registry allows the registration and removal of identities, as well as the addition and revocation of attestations. An attestation is a signed statement issued by a trusted claim issuer that attests to a certain attribute or credential of an identity, such as accreditation, residency, or income. The identity registry also allows the verification of the eligibility of an identity to hold or receive a token, based on the attestations and the token rules.
Identity Registry Storage interface: Defines the functions and events related to the identity registry storage, which is a smart contract that stores the data of the identity registry, such as the identities, the attestations, and the token rules. The identity registry storage is separated from the identity registry to allow for the upgradeability and modularity of the identity registry.
Compliance interface: Defines the functions and events related to the compliance, which is a smart contract that implements the logic and rules for the compliant transfer of tokens. The compliance contract checks the eligibility of the sender and the receiver of a token transfer, as well as the validity and availability of the token. The compliance contract also allows the issuer or an agent to update the token rules, such as the eligibility criteria or the transfer restrictions, as well as to force or block a token transfer in case of emergency or dispute.
Trusted Issuers Registry interface: Defines the functions and events related to the trusted issuers registry, which is a smart contract that stores and manages the list of trusted claim issuers that can issue attestations for the identities. The trusted issuers registry allows the issuer or an agent to add or remove claim issuers, as well as to specify the claim topics that each claim issuer can attest to. A claim topic is a numerical identifier that represents a certain attribute or credential of an identity, such as accreditation, residency, or income.
Claim Topics Registry interface: Defines the functions and events related to the claim topics registry, which is a smart contract that stores and manages the list of claim topics that can be used for the attestations. The claim topics registry allows the issuer or an agent to add or remove claim topics, as well as to specify the description and the verification method of each claim topic.

By using these interfaces, ERC3643 provides a standard and flexible framework for the tokenization of real-world assets on Ethereum, while ensuring the compliance and control of the tokens. It allows the issuer or an agent to customize and update the token rules and the identity system according to the specific needs and requirements of the token and its jurisdiction. Also allows the investor to register and verify their identity and credentials on-chain, as well as to transfer and receive tokens in a compliant and efficient way.

In my opinion, ERC3643 is a valuable and innovative standard that can facilitate and accelerate the adoption of security tokens on Ethereum. It can enable the tokenization of a wide range of asset classes and industries, such as real estate, private equity, funds, and debt, which can unlock new opportunities and benefits for investors and issuers. It can also enhance the liquidity, efficiency, transparency, and accessibility of security tokens, while ensuring the compliance and control of the tokens. It can also foster the interoperability and compatibility of security tokens with other Ethereum protocols and applications, such as decentralized exchanges, lending platforms, and wallets.

However, ERC3643 is not without its challenges and limitations. It still faces the complexity and diversity of the regulatory landscape, which may differ from country to country, or even from state to state. This means that they may have to adapt and comply with different and changing regulations, which may pose technical and legal challenges for the issuer and the investor. For instance, ERC3643 may have to deal with the issue of cross-border transfers, which may involve different jurisdictions and regulations, as well as the issue of regulatory updates, which may require the modification or migration of the token and the identity system.

Another challenge is the scalability and security of the Ethereum network, which is the underlying platform that supports ERC3643. Ethereum is a public and decentralized blockchain that allows anyone to create and execute smart contracts and applications. However, Ethereum also suffers from some limitations, such as:

Low throughput: Ethereum can only process a limited number of transactions per second, which is currently around 15-20. This means that ERC3643 may face congestion and delays when there is a high demand for token transfers or identity operations, which may affect the user experience and the performance of the token.
High fees: Ethereum charges a fee for every transaction that is executed on the network, which is called gas. The gas fee depends on the complexity and the demand of the transaction, and it can fluctuate significantly depending on the network conditions. This means that ERC3643 may incur high and variable costs for the issuer and the investor, which may reduce the profitability and the feasibility of the token.
Security risks: Ethereum is a public and open network that is secured by a consensus mechanism called proof-of-work, which relies on the computational power of the network participants, also known as miners. However, proof-of-work also exposes Ethereum to some security risks, such as 51% attacks, which occur when a malicious actor gains control of more than half of the network’s computing power and can manipulate or disrupt the network. This means that ERC3643 may face the risk of losing or compromising the tokens or the identities, which may result in financial or reputational losses for the issuer and the investor.

These limitations are not inherent to ERC3643, but rather to the Ethereum network, which is still evolving and improving. Ethereum is currently undergoing upragdes, which relies on the stake of the network participants, also known as validators. Proof-of-stake is expected to increase the throughput, reduce the fees, and enhance the security of the network, which may benefit ERC3643 and other Ethereum protocols and applications.

In conclusion, ERC3643 is a promising and innovative standard that can enable the tokenization of real-world assets on Ethereum, while ensuring the compliance and control of the tokens. It can bring several benefits, such as increased liquidity, reduced intermediaries, enhanced transparency, and improved accessibility, for both investors and issuers. It can also foster the interoperability and compatibility of security tokens with other Ethereum protocols and applications. However, it also faces some challenges and limitations, such as the complexity and diversity of the regulatory landscape, and the scalability and security of the Ethereum network. ERC3643 is still a relatively new and evolving standard, which may require further development and testing before it can achieve its full potential and adoption. Therefore, I believe that ERC3643 is a valuable and innovative standard that deserves our attention and support, but also our caution and scrutiny.

Source: https://www.securities.io/erc3643-unveiled-enhancing-compliance-and-control-in-tokenizing-real-world-assets/

Anndy Lian

Anndy Lian is an early blockchain adopter and experienced serial entrepreneur who is known for his work in the government sector. He is a best selling book author- “NFT: From Zero to Hero” and “Blockchain Revolution 2030”.

Currently, he is appointed as the Chief Digital Advisor at Mongolia Productivity Organization, championing national digitization. Prior to his current appointments, he was the Chairman of BigONE Exchange, a global top 30 ranked crypto spot exchange and was also the Advisory Board Member for Hyundai DAC, the blockchain arm of South Korea’s largest car manufacturer Hyundai Motor Group. Lian played a pivotal role as the Blockchain Advisor for Asian Productivity Organisation (APO), an intergovernmental organization committed to improving productivity in the Asia-Pacific region.

An avid supporter of incubating start-ups, Anndy has also been a private investor for the past eight years. With a growth investment mindset, Anndy strategically demonstrates this in the companies he chooses to be involved with. He believes that what he is doing through blockchain technology currently will revolutionise and redefine traditional businesses. He also believes that the blockchain industry has to be “redecentralised”.

www.anndy.com

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September 26th, 2023

Binance vs SEC: Battle for Crypto Freedom or a Fight for Regulatory Compliance?

Binance, the world’s largest cryptocurrency exchange by trading volume, is facing a legal challenge from the U.S. Securities and Exchange Commission (SEC), which accused it of violating securities laws and defrauding investors.

Binance and its CEO, Changpeng Zhao, filed court papers seeking to dismiss the lawsuit, claiming that the SEC has no jurisdiction over their activities and that they have complied with all applicable laws. However, the SEC has not given up on its pursuit of Binance, and has recently requested access to Binance.US’s software and documents, which was denied by a U.S. court.

The outcome of this case could have significant implications for the future of the crypto industry and its regulation in the U.S. and beyond.

How the Case Unfurled

The SEC’s Allegations The SEC’s lawsuit against Binance, Binance.US, and Zhao was filed in June 2023, following a months-long investigation into the exchange’s operations. The SEC alleges that Binance and Zhao engaged in a series of securities law violations, including:

Operating unregistered national securities exchanges, broker-dealers and clearing agencies in the U.S. — without complying with the registration, reporting and record-keeping requirements of the federal securities laws.
Offering and selling unregistered securities to U.S. investors, including Binance’s own crypto assets such as BNB, BUSD, crypto-lending products and staking-as-a-service programs.
Misrepresenting the nature and extent of their activities in the U.S., and subverting their own controls to secretly allow high-value U.S. customers to trade on Binance.com, which is not authorized to operate in the U.S.
Misleading investors and regulators about the independence and oversight of Binance.US, which is allegedly controlled by Zhao and Binance behind the scenes.
Commingling investor funds with their own funds and diverting them to third parties owned by Zhao, such as Sigma Chain and Merit Peak Limited.
Engaging in manipulative trading practices that artificially inflated the trading volume and prices of crypto assets on Binance.US.

The SEC seeks injunctive relief, disgorgement of ill-gotten gains, civil penalties and permanent bans on Binance and Zhao from engaging in any securities-related activities in the U.S.

Binance’s Defense Binance and Zhao have denied the SEC’s allegations and have filed motions to dismiss the lawsuit. They argue that the SEC has no authority or jurisdiction over their activities, and they have complied with all applicable laws. They contend that:

The SEC has failed to provide any clear or consistent guidance on what constitutes a security or a securities-related activity in the crypto space, and has attempted to retroactively apply its vague and ambiguous rules to Binance and Zhao.
The SEC has failed to show that Binance or Zhao have any substantial contacts or connections with the U.S., or that they have targeted or solicited U.S. investors in any way.
The SEC has failed to prove that any of the crypto assets offered or sold by Binance or Zhao are securities under the federal securities laws, or that they have any characteristics or features of securities.
The SEC has failed to establish that Binance or Zhao have operated any unregistered national securities exchanges, broker-dealers, or clearing agencies in the U.S., or that they have performed any functions or services that require such registration.
The SEC has failed to demonstrate that Binance or Zhao have made any false or misleading statements or omissions to investors or regulators, or that they have engaged in any fraudulent or manipulative conduct.

Binance.US’s Response Binance.US, which is formally known as BAM Trading Services Inc., has also filed a motion to dismiss the charges against it.

It claims that it is a separate and independent entity from Binance and Zhao, and that it operates a fully compliant and regulated crypto trading platform in the U.S. It asserts that:

It has obtained a money services business license from FinCEN, a money transmitter license from NYSDFS, and a virtual currency license from NYDFS.
It has registered as a money services business with FinCEN
It has implemented robust anti-money laundering, know-your-customer, and cybersecurity policies and procedures, and has engaged independent auditors to verify its compliance.
It has obtained approval from the SEC to list and trade certain crypto assets that are deemed securities, such as Grayscale Bitcoin Trust and Grayscale Ethereum Trust.
It has cooperated fully with the SEC’s investigation and has provided all the requested information and documents, except for those that are protected by attorney-client privilege or trade secrets.

Binance.US argues that the SEC’s lawsuit is based on unfounded allegations and irrelevant evidence, and that it should be dismissed for lack of merit and jurisdiction.

The SEC’s Request for Inspection In a bid to bolster its case against Binance, the SEC has sought to inspect Binance.US’s software and documents, claiming that they are relevant and material to its investigation. The SEC asserts that:

Binance.US’s software and documents may reveal the extent and nature of Binance and Zhao’s involvement and control over Binance.US, as well as their access to Binance.US’s customer data and funds.
Binance.US’s software and documents may show how Binance.US’s platform operates, how it determines the eligibility and availability of crypto assets, how it executes trades and transfers, and how it handles customer complaints and disputes.
Binance.US’s software and documents may demonstrate whether Binance.US has complied with the federal securities laws and regulations, or whether it has engaged in any securities law violations or fraudulent conduct.

The SEC has requested access to Binance.US’s source code, user interface, application programming interface, database schema, data dictionary, technical specifications, user manuals, policies and procedures, contracts and agreements, correspondence and communications, financial statements, audit reports and other relevant records.

However, the SEC’s request for inspection was denied by a U.S. district court judge in New York. The judge ruled that:

The SEC’s request was overly broad, burdensome, and intrusive, as it sought to obtain virtually all of Binance.US’s software and documents without specifying their relevance or necessity.
The SEC’s request was premature, as it had not exhausted other less intrusive means of obtaining the information it sought, such as interrogatories, depositions, or subpoenas.
The SEC’s request was disproportionate to the needs of the case, as it would impose significant costs and risks on Binance.US, while providing little or no benefit to the SEC.
The SEC’s request was unjustified, as it had not shown any reasonable basis or probable cause to believe that Binance.US’s software and documents contained any evidence of securities law violations or fraudulent conduct.

The judge concluded that the SEC had failed to meet its burden of showing that its request for inspection was relevant, material, necessary, reasonable, or proportional to the issues in dispute. The judge also noted that granting the SEC’s request would violate Binance.US’s privacy rights and trade secrets protections.

Implications of SEC’s Ruling

The court’s denial of the SEC’s request for inspection is a significant setback for the SEC in its lawsuit against Binance. It indicates that the court is not convinced by the SEC’s arguments or evidence, and that it is not willing to grant the SEC unlimited access to Binance.US’s software and documents. It also suggests that the court is sympathetic to Binance.US’s defense and claims of compliance.

However, the court’s denial does not mean that the SEC’s lawsuit is over. The SEC may still pursue other means of obtaining information from Binance.US or other parties. The SEC may also appeal the court’s decision or file a revised request for inspection. The SEC may also present other arguments or evidence to support its allegations against Binance.

The outcome of this case could have significant implications for the future of the crypto industry and its regulation in the U.S. and beyond. If the SEC prevails in its lawsuit against Binance, it could set a precedent for cracking down on other crypto platforms that operate in or target U.S. investors without complying with U.S. securities laws. It could also deter innovation and competition in the crypto space by imposing stringent requirements and restrictions on crypto platforms.

On the other hand, if Binance succeeds in dismissing the lawsuit or reaching a settlement with the SEC, it could signal a victory for crypto freedom and innovation. It could also encourage more dialogue and cooperation between crypto platforms and regulators to foster a more conducive and compliant environment for crypto development.

In any case, this case is likely to shape the future of crypto regulation in the U.S. and beyond. It will test the limits of the SEC’s authority and jurisdiction over crypto assets and activities. It will also challenge the definitions and classifications of crypto assets as securities or non-securities. It will also highlight the need for clear and consistent guidance and rules for crypto platforms and investors.

This case is not only a legal battle between Binance and the SEC. It is also a fight for crypto freedom or a fight for regulatory compliance. It is a fight that will have profound implications for the crypto industry and society.

Source: https://mpost.io/binance-vs-sec-battle-for-crypto-freedom-or-a-fight-for-regulatory-compliance/