Legally speaking, are they on the hook if they merely say that and don't take preventative measures against US citizens? It could come back to haunt them if they ever want to expand to the US down the road and didn't take precautions.
A simple dropdown saying "citizenship" and then turning red with an error message saying "United States is not allowed. Did you mean United Kingdom instead?" will encourage most people to put something else.
Then the company can fairly legitimately say "The customer lied to us about their citizenship. We took all reasonable measures to determine their citizenship, because there isn't a freely available database of which people have which citizenships"
My understanding is that the SEC expects you to require proof of an alternate citizenship via a passport. Simply having a drop-down that users can lie about by clicking a box or using a VPN is not good enough.
Unless they're using expensive KYC procedures, I doubt that many ICOs have done enough to exclude US investors that the law will excuse them from SEC regulations.
Because of FATCA and friends, essentially all financial institutions in the world now report to the US and follow its rules. If you are not a US taxpayer, and outside the US, they don't directly apply to you, but they have already affected the regulations that do apply to you.
Funnily enough, I drew the opposite conclusion from grandparent's comment: To me, this is literally why the I'm-beyond-government-control crypto dream cannot work.
You should be aware that the decision of jurisdiction can pull you into courts you never knew existed, in jurisdictions you wouldn't imagine could exist. Finding a country that won't extradite you may become an issue of treaty, or even a string of treaties. IANAL, but I sat in on one of my brother's international law classes, which quickly convinced me to not fuck around in that arena. Lawyer up early.
Most countries define security as either equity or fixed income instrument and that's all. Nothing of the US "maybe it is, maybe it isn't ... is there expectatiom of profits? ... so maybe it is or it isn't"
My country has a list of things that are securities written into the law. Until they write in there crypto tokens they are not securities.
> Filecoin's ICO seems to be one of the few exceptions to follow securities law.
The SEC commissioner said that no ICO has registered as a security so far. Given that Filecoin was one of the only ICOs to openly advertise themselves as being a security, it seems like they could be in even more legal trouble than everyone else.
They filed a Reg D exemption, which is different from a registration, but allows you to legally offer securities if you comply with a narrow set of restrictions.