CSA Staff Notice 46-308: Securities Law Implications for Offerings of Tokens

The notice supplements CSA Staff Notice 46-307, Cryptocurrency Offerings. CSA staff said most token offerings it had reviewed—including many involving a claimed utility function—had involved securities. A token’s label, technical design, or possible use within software does not settle the issue.

Instead, the notice directs attention to the economic reality of the entire offering and emphasizes substance over form. Its investment-contract analysis asks whether there is an investment of money in a common enterprise, with an expectation of profit significantly dependent on others’ efforts. Each offering must be assessed on its own facts; the examples are not a mechanical checklist.

The notice identifies circumstances that may support one or more elements of an investment contract:

• an unfinished platform, application, product, or service, leaving purchasers dependent on management’s future work;
• delayed token delivery or fundraising that finances development, infrastructure, network growth, or marketing;
• promotional bounty programs, statements about appreciation, comparisons with rising crypto assets, or reliance on management expertise;
• large management token holdings, pre-mining, limited supply, or purchase amounts misaligned with the stated use; and
• marketing to people who cannot reasonably use the product, or an expectation of trading on crypto-asset platforms or secondary markets.

The notice also describes facts that may point elsewhere. A token continuously available at a fixed platform value may reduce an expectation of profit. A genuinely free distribution may lack an investment of money, although staff may examine the broader transaction. Unique, non-fungible collectibles whose value does not depend on continued business development may lack a common enterprise. No feature is conclusive by itself.

Expected free trading can strengthen an inference that purchasers anticipate resale profits, especially when liquidity is central to the offering or prominent in marketing. Staff may consider whitepapers, social-media statements, community communications, and third-party claims endorsed by the issuer.

The notice says an issuer’s lack of control over transferability or exchange listing is generally not decisive. Where a token is a security, unrestricted transfers may conflict with securities-law resale restrictions.

CSA 46-308 separately addresses multi-step structures, including a simple agreement for future tokens, or SAFT. Staff states that the initial contractual right to receive a future token is generally a security. Later delivery of a functional token does not end the analysis: the token may remain an investment contract or have other security-like attributes.

When a step involves a security, prospectus requirements apply unless a valid exemption is available. Exempt distributions may carry resale restrictions, and persons in the business of trading securities may face dealer-registration requirements. Noncompliance at the first step is not cured by later steps, and staff expresses concern where staging is used to avoid securities legislation.

The CSA coordinates Canada’s provincial and territorial securities regulators; the notice therefore explains staff views applied through relevant local legislation and regulators. It also notes that a Canadian authority may assert jurisdiction over trades involving investors elsewhere where a real and substantial connection exists.

As of June 25, 2026, the BCSC lists 46-308 as current, the CSA includes it in its Financial Innovation Hub publications, and joint CSA and CIRO guidance published in December 2025 still cites it when discussing when crypto assets may be securities. No amendment, withdrawal, expiry, or formal effective date was identified in the reviewed official sources. This profile is informational and does not determine the treatment of any particular token or offering.