Notice2025-19914
Paxos Securities Settlement Company, LLC; Order Instituting Proceedings To Determine Whether To Grant or Deny an Application for Registration as a Clearing Agency Under Section 17A of the Securities Exchange Act of 1934
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 17, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 219 (Monday, November 17, 2025)</title>
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[Federal Register Volume 90, Number 219 (Monday, November 17, 2025)]
[Notices]
[Pages 51416-51418]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-19914]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104174; File No. 600-39]
Paxos Securities Settlement Company, LLC; Order Instituting
Proceedings To Determine Whether To Grant or Deny an Application for
Registration as a Clearing Agency Under Section 17A of the Securities
Exchange Act of 1934
November 4, 2025.
I. Introduction
On July 14, 2025, Paxos Securities Settlement Company, LLC
(``PSSC'') filed with the Securities and Exchange Commission
(``Commission'' or ``SEC'') an application on Form CA-1
(``Application'') under section 17A of the Securities Exchange Act of
1934 (``Exchange Act'') seeking to register as a clearing agency.\1\
Notice of the Application was published for comment in the Federal
Register on August 6, 2025,\2\ and the Commission received comments in
response to the Application.\3\
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\1\ 15 U.S.C. 78q-1. Non-confidential aspects of the
Application, including any exhibits thereto cited in this order, are
available on the Commission's website at: <a href="https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/pssc-form-ca-1">https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/pssc-form-ca-1</a>.
\2\ Release No. 34-103624 (Aug. 1, 2025), 90 FR 37940 (Aug. 6,
2025).
\3\ The public comment file for the Application is available on
the Commission's website at: <a href="https://www.sec.gov/rules-regulations/2025/08/600-39">https://www.sec.gov/rules-regulations/2025/08/600-39</a>. While the SEC is currently ``accepting'' comments,
in that we will not prevent the submission of letters via the usual
methods (webform, email, or mail), the SEC will not be posting them
until after the resumption of duties. Please note that there may be
a delay in the public availability of comments after the resumption
of duties; comments will be treated as if received on the original
submission date.
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Section 19(a)(1) of the Exchange Act requires the Commission,
within ninety days of the date of publication of notice of an
application for registration as a clearing agency, or such longer
period as to which the applicant consents, to, by order, grant such
registration or institute proceedings to determine whether such
registration should be denied.\4\ This order institutes proceedings
under section 19(a)(1)(B) of the Exchange Act to determine whether
PSSC's Application for registration as a clearing agency should be
granted or denied, and provides notice of the grounds for denial under
consideration by the Commission, as set forth below.
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\4\ 15 U.S.C. 78s(a)(1).
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II. Description of the Application
PSSC is applying to register as a clearing agency to provide
clearance and settlement services as a central securities depository
(``CSD'') and securities settlement system.\5\ The Application explains
that PSSC would provide such services through its private, permissioned
settlement service that supports a distributed ledger, which is
designed to conduct delivery versus payment (``DVP'') settlement on a
bilateral basis.\6\ The Application also states that PSSC will apply to
become a participant in the Depository Trust Company (``DTC'') \7\ so
that PSSC can make its services available to DTC participants who also
(i) meet the participant qualifications specified in PSSC's proposed
rules, including qualifications regarding the types of entities
eligible to become a PSSC participant; \8\ (ii) are approved by the
PSSC's Compliance and Risk Management Committee; \9\ and (iii) have met
applicable margin requirements pursuant to PSCC's proposed rules.\10\
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\5\ See, e.g., Application, Exhibit I at 1; Exhibit J at 1.
Consistent with the activities described in the Application, PSSC's
proposed settlement system meets the definition of ``central
securities depository'' under Commission rules. See 17 CFR 240.17ad-
22(a); see also Release No. 34-88616 (Apr. 9, 2020), 85 FR 28853,
28857 (May 14, 2020) (describing the ``cluster of services''
provided by CSDs and securities settlement systems).
\6\ See Application, Exhibit J at 1.
\7\ DTC, a securities depository as that term is described in
the Exchange Act, 15 U.S.C. 78c(a)(23)(A), is registered with the
Commission as a clearing agency and provides CSD services. The
Application states that PSSC has not yet applied to become a
participant in DTC. See Application, Exhibit A.
\8\ See Application, Exhibit E.16 (Rule 2A); see also
Application, Exhibit J. Pursuant to PSSC's proposed Rule 2A, the
types of entities that would be eligible to become participants
include registered broker-dealers, certain bank and trust companies,
registered clearing agencies, insurance companies or insurance
entities, and registered investment companies.
\9\ See Application, Exhibit E.16 (Rule 2A).
\10\ See Application, Exhibit E.15 (Rule 2, referring to margin
requirements in PSSC's proposed Rules 5A, 5B, and 5C); see also
Exhibit J.
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III. Proceedings To Determine Whether To Grant or Deny the Application
and Grounds for Potential Denial Under Consideration
To grant PSSC's request to register as a clearing agency, the
Commission must find that the Application satisfies the requirements of
the Exchange Act and the rules and regulations thereunder, including
the determinations set forth in paragraphs (A) through (I) of section
17A(b)(3) of the Exchange Act.\11\ In addition, pursuant to section 17A
of the Exchange Act, the Commission is directed, having due regard for
the public interest, the protection of investors, the safeguarding of
securities and funds, and maintenance of fair competition among brokers
and dealers, clearing agencies, and transfer agents, to use its
authority to: (i) facilitate the establishment of a national system for
the prompt and accurate clearance and settlement of transactions in
securities (other than exempt securities); and (ii) facilitate the
establishment of linked or coordinated facilities for clearance and
settlement of transactions in securities in accordance with the
findings and to carry out the objectives set forth in section 17A.\12\
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\11\ 15 U.S.C. 78s(a); 15 U.S.C. 78q-1(b)(3). The determinations
are described further below.
\12\ 15 U.S.C. 78q-1(a)(2)(A).
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To support its analysis under the above statutory directives and
required determinations, the Commission is instituting proceedings
pursuant to section 19(a)(1)(B) of the Exchange Act to determine
whether to grant or deny the Application.\13\ Institution of such
proceedings does not indicate that the Commission has reached any
conclusions with respect to any of the issues involved. Rather, the
Commission seeks and encourages interested persons to comment on the
Application and provide the Commission with arguments and data to
support the Commission's analysis as to whether to grant or deny the
Application.
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\13\ 15 U.S.C. 78(s)(a)(1)(B).
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Pursuant to section 19(a)(1)(B) of the Exchange Act,\14\ the
Commission is providing notice of the grounds for denial under
consideration. The Commission is instituting proceedings to allow for
additional analysis of, and input from commenters with respect to, the
Application's consistency with the
[[Page 51417]]
requirements of section 17A of the Exchange Act and the rules and
regulations thereunder, including the following provisions:
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\14\ Id.
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A. Section 17A(b)(3)(A): Organization and Capacity
Section 17A(b)(3)(A) of the Exchange Act states that a clearing
agency shall not be registered unless the Commission determines that
such clearing agency is so organized and has the capacity to be able to
facilitate the prompt and accurate clearance and settlement of
securities transactions and derivative agreements, contracts, and
transactions for which it is responsible, to safeguard securities and
funds in its custody or control or for which it is responsible, to
comply with the provisions of the Exchange Act and the rules and
regulations thereunder, to enforce (subject to any rule or order of the
Commission pursuant to section 17(d) or 19(g)(2) of the Exchange Act)
compliance by its participants with the rules of the clearing agency,
and to carry out the purposes of this section.
B. Section 17A(b)(3)(B): Participation Standards
Section 17A(b)(3)(B) of the Exchange Act states that a clearing
agency shall not be registered unless the Commission determines that,
among other things, the rules of the clearing agency provide that any
(i) registered broker or dealer, (ii) other registered clearing agency,
(iii) registered investment company, (iv) bank, (v) insurance company,
or (vi) other person or class of persons as the Commission, by rule,
may from time to time designate as appropriate to the development of a
national system or the prompt and accurate clearance and settlement of
securities transactions may become a participant in such clearing
agency.\15\
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\15\ Section 17A(b)(3)(B) of the Exchange Act also states that
the rules of the clearing agency are subject to the provisions of
Section 17A(b)(4) of the Exchange Act.
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C. Section 17A(b)(3)(C): Fair Representation
Section 17A(b)(3)(C) of the Exchange Act states that, among other
things, a clearing agency shall not be registered unless the Commission
determines that the rules of the clearing agency assure a fair
representation of its shareholders (or members) and participants in the
selection of its directors and administration of its affairs.\16\
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\16\ Section 17A(b)(3)(C) of the Exchange Act also states that
the Commission may determine that the representation of participants
is fair if they are afforded a reasonable opportunity to acquire
voting stock of the clearing agency, directly or indirectly, in
reasonable proportion to their use of such clearing agency.
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D. Section 17A(b)(3)(D) and (E): Fees
Section 17A(b)(3)(D) of the Exchange Act states that a clearing
agency shall not be registered unless the Commission determines that
the rules of the clearing agency provide for the equitable allocation
of reasonable dues, fees, and other charges among its participants.
Section 17A(b)(3)(E) of the Exchange Act states that a clearing agency
shall not be registered unless the rules of the clearing agency do not
impose any schedule of prices, or fix rates or other fees, for services
rendered by its participants.
E. Section 17A(b)(3)(F): Rules Designed To Promote Prompt and Accurate
Clearance and Settlement and the Safeguarding of Securities and Funds
Section 17A(b)(3)(F) of the Exchange Act states that a clearing
agency shall not be registered unless the Commission determines, among
other things, that the rules of the clearing agency are designed to
promote the prompt and accurate clearance and settlement of securities
transactions and, to the extent applicable, derivative agreements,
contracts, and transactions, to assure the safeguarding of securities
and funds which are in the custody or control of the clearing agency or
for which it is responsible, to foster cooperation and coordination
with persons engaged in the clearance and settlement of securities
transactions, to remove impediments to and perfect the mechanism of a
national system for the prompt and accurate clearance and settlement of
securities transactions, and, in general, to protect investors and the
public interest.
D. Section 17A(b)(3)(G) and (H): Participant Discipline
Section 17A(b)(3)(G) of the Exchange Act states that a clearing
agency shall not be registered unless the Commission determines that
the rules of the clearing agency provide that (subject to any rule or
order of the Commission pursuant to section 17(d) or 19(g)(2) of the
Exchange Act) its participants shall be appropriately disciplined for
violation of any provision of the rules of the clearing agency by
expulsion, suspension, limitation of activities, functions, and
operations, fine, censure, or any other fitting sanction. Section
17A(b)(3)(H) of the Exchange Act states that a clearing agency shall
not be registered unless the Commission determines, among other things,
that the rules of the clearing agency, in general, provide a fair
procedure with respect to the disciplining of participants, the denial
of participation to any persons seeking participation therein, and the
prohibition or limitation by the clearing agency of any person with
respect to access to services offered by the clearing agency.\17\
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\17\ Section 17A(b)(3)(H) of the Exchange Act also states that
the rules of the clearing agency be in accordance with the
provisions of Section 17A(b)(5) of the Exchange Act.
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E. Section 17A(b)(3)(I): Competition
Section 17A(b)(3)(I) of the Exchange Act states that a clearing
agency shall not be registered unless the Commission determines that
the rules of the clearing agency do not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of the Exchange Act.
IV. Request for Comment
The Commission requests that interested persons provide written
views and data with respect to PSSC's Application and its consistency
with section 17A(b)(3) of the Exchange Act, as discussed above, as well
as any other concerns that they may have with the Application. Comments
may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/other.shtml">https://www.sec.gov/rules/other.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#d1a3a4bdb4fcb2bebcbcb4bfa5a291a2b4b2ffb6bea7"><span class="__cf_email__" data-cfemail="e89a9d848dc58b8785858d869c9ba89b8d8bc68f879e">[email protected]</span></a>. Please include
File Number 600-39 on the subject line.
Paper Comments
<bullet> Send paper comments to Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number 600-39. This file number
should be included on the subject line if email is used. To help the
Commission process and review your comments more efficiently, please
use only one method. The Commission will post all comments on the
Commission's internet website (<a href="http://www.sec.gov/rules/other.shtml">http://www.sec.gov/rules/other.shtml</a>).
Do not include personal identifiable information in submissions;
you should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to File Number 600-39 and should be
submitted on or before December 8, 2025.
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By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-19914 Filed 11-14-25; 8:45 am]
BILLING CODE 8011-01-P
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