Regulatory context

This page is a brief, non-exhaustive map of the regulatory backdrop the protocol is designed for. It is not legal advice. Issuers must consult their own counsel.

US securities laws

Reg D (private placements to US investors)

The standard exemption for unregistered US private placements. Imposes accreditation requirements (Rule 506(b)/(c)) and limits on general solicitation. The protocol supports Reg D via:

LexChexCondition accreditation-credential checks (hasValidLexCheX) at issuance, deal close, and de-scripification.
Reg D agreement templates (MetaLeX cyberSAFE US style Reg D, etc.).
Holder-cap tooling: HolderCapCondition gates secondary trades against look-through holder limits, and onchain holder-count views support 12(g) threshold monitoring. (CyberScrip also carries a transfer-enforced maxHolderCount, but its setter is not currently reachable in production — see Restrict cyberSCRIP transfers.)

Reg S (offers to non-US persons)

The extraterritorial-offering exemption. The protocol supports Reg S via:

NonUSNationalityCondition (zkPassport).
Reg S agreement templates.
Optional whitelisted-pool or open-pool LiquiLeX models with the appropriate gate.

Secondary resales

Secondary trades settle under an exemption pathway elected by the buyer at acceptance — Rule 144, §4(a)(7), §4(a)(1½), Rule 144A, or Reg S — each wired to its own condition set (holding periods, disclosure, distribution compliance, buyer eligibility, and jurisdictional screens). Issuers enable only the pathways they support; an unconfigured pathway blocks trades.

Tokenized securities — SEC January 2026 Joint Staff Statement

In January 2026 the SEC's Division of Corporation Finance issued a joint staff statement clarifying that the agency's traditional analytical framework for securities laws applies to tokenized securities. The cyberCORPs protocol is designed to be compatible with that framework: a tokenized security is a security, treated as such, and the chain is the medium not the escape.

See: corp-fin-statement-tokenized-securities-012826.

Covered User Interface Providers — SEC April 2026 Staff Statement

In April 2026 the SEC issued staff guidance on "covered user interface providers" (File No. 4-894). The statement creates a safe harbour for front-end operators that meet specified conditions, relevant to operators of cyberTRADE and LiquiLeX front ends. The contract architecture stays neutral to front-end legal status: whichever harbour a UI operator chooses to rely on, the chain-side primitives do not change.

Delaware General Corporation Law

The most fully worked-out statutory reference for the protocol. See Legal mappings for the field-by-field hooks (DGCL §§ 151, 155, 158, 202, 219, 224).

Other jurisdictions

Delaware LLC law, Cayman corporate / SPC regimes, BVI corporate law, English corporate law (Companies Act 2006), and various partnership / fund statutes all accommodate the protocol's constitutional designation pattern. See Legal mappings.

What is not in scope

Broker-dealer registration analysis for any specific front end. (See SEC April 2026 Staff Statement for the UI-provider safe harbour conditions.)
AIFMD / EU MiCA / specific national private-placement regimes. The protocol does not encode these; issuers under those regimes configure conditions and agreements to comply.
Tax. The protocol records what happens; tax treatment of each event is an issuer/holder question.