OpenSea pushes SEC to drop exchange, broker designation for NFT marketplaces

Opensea called on the American Commission Securities and Exchange to make official that the NFT markets are not exchanges or brokers under American securities.

“We propose that the SEC clearly stipulates that the NFT markets as Opensea did not intervene as exchanges under federal laws on values letter to the SEC HESTER PIIRCE commissioner.

OPENSEA arises that NFT platforms do not correspond to the legal definition of an exchange or a broker because they did not manage transactions, do not act as intermediaries or do not bring together several sellers of the same asset.

Most NFT are unique digital active ingredients, which means that there are generally only one seller for each token. This inherent non-fumeability, maintains Opensea, disqualifies these assets to retain in the regulatory framework designed for fungible titles with several sellers.

In addition, the letter underlines that all transactions involving NFT occur directly on the blockchain via smart contracts, regardless of the Opensea platform.

Users keep custody of their own assets and launch transactions via their personal portfolios. OpenSsea “simply allows people to discover NFTs and connect with buyers and sellers”, operating more as an interface than as a financial intermediary.

Given this decentralized structure, OPENSEA says that traditional regulatory requirements, such as capital maintenance, file holding obligations and professional driving standards, are useless and poorly aligned with the operational model of NFT markets.

Opensea cannot be classified as a broker

OPENSEA also maintains that it should not be classified as a broker under the exchange law, reiterating that it does not provide investment advice, negotiates or performs transactions, user assets or facilitates funding or documentation generally associated with the activities of the broker.

Based on a legal precedent, the letter cited the Dry c. Coinbase DisionWhere the court concluded that the simple supply of portfolio software and access to pricing data has not established the broker status.

Opensea argued that its own operations are also limited, noting that the display of lists or the highlighting of NFT tendency is not equivalent to offering investment advice or acting as an intermediary.

To remove continuous uncertainty, OpenSsesea has urged the dry to issue informal advice, clearly indicating that NFT markets are not subject to exchange or broker regulations.

He recommended a release of interpretation or a personnel bulletin to clarify how rule 3B-16, which describes the criteria for what constitutes an exchange of securities under federal law, applies to NFT markets, similar to recent statements on mecoins and stablecoins.

“This clarification would offer immediate advantages to NFT collectors, buyers and sellers, as well as the wider NFT ecosystem, removing regulatory uncertainty,” he added.

The ambiguity around the safety status of the NFTS has become clearer Opinion of the dry wellsWarning of an action in potential application.

However, in February 2025, the agency officially closed The investigation without accusations after the return of President Donald Trump ordered the dry to facilitate the application of cryptography and Prioritize regulatory clarity.