Executive Summary
Based on your description of an AI Agent + Orchestrator algorithmic trading system with two potential commercial models, the regulatory analysis diverges significantly depending on which path you pursue:
Model 1: Proprietary Trading + Profit Split
Structure: You trade your own capital, users pay subscription + receive profit split
- Key Risk: Profit split may trigger pooled investment vehicle treatment
- Your Concern: Broker calling it "managing third-party funds" is legitimate issue
- CFTC Angle: If trading futures/swaps, CTA registration likely required
- Structure Options: Master account vs separately managed accounts
Model 2: SaaS Platform (Option Alpha Model)
Structure: Software subscription, users connect their own broker APIs, non-custodial
- Key Advantage: Pure software provider, no advisory/trading registration
- Critical Boundary: Must avoid personalized trade recommendations
- Safe Harbor: User-directed automation via their own API keys
- Revenue Model: SaaS subscription + marketplace fees (avoid performance fees)
Critical Distinction: Your broker's concern about "managing third-party funds" is more applicable to Model 1. In Model 2, you never touch user funds or hold API keys - users connect directly to their own brokers. However, the specific language you use in marketing and the degree of "orchestration" your AI provides will determine regulatory classification.
Detailed Model Analysis
Model 1: Proprietary Trading with Profit Split
How This Model Works (As I Understand It)
→
You operate algorithmic trading strategies using your own capital in your own brokerage account(s)
→
Users pay a subscription fee for access to performance tracking/educational content
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Users receive a percentage of profits generated by your trading (the "split")
→
Users do not contribute capital or have funds at risk (they only gain upside)
Primary Regulatory Concerns
| Regulation |
Trigger Analysis |
Risk Level |
| Investment Adviser (RIA) |
Lower risk if you're only trading your own money. However, if users are deemed to have an "investment" via profit split rights, SEC may argue advisory relationship exists.
|
Medium |
| Commodity Trading Advisor (CTA) |
Higher risk if trading futures/forex/swaps. CFTC treats profit-sharing arrangements as "directing accounts" even without customer funds. Your background suggests strategies may include derivatives.
|
Medium-High |
| Commodity Pool Operator (CPO) |
Significant risk if structured as pooled vehicle. If users collectively have rights to profit share from single trading operation, CFTC may deem this a commodity pool.
|
High |
| Broker-Dealer |
Lower risk since you're not effecting securities transactions for others. However, your broker's concern suggests they may view the arrangement differently.
|
Low-Medium |
| State Money Transmitter |
Risk depends on payment flow. If you're paying profit splits to users, some states may argue money transmission. Structure of payments matters.
|
Medium |
| Securities (Howey Test) |
Moderate risk. Profit split rights could be deemed securities if: (1) investment of money, (2) common enterprise, (3) expectation of profits, (4) from efforts of others. The fact users don't contribute capital helps, but "investment" could be subscription fee.
|
Medium |
Your Broker's Concern Is Valid: When you tell a broker "I'll be paying profit splits to subscribers based on my trading," they hear "pooled investment vehicle" or "managing other people's money." Even though subscribers don't contribute capital, the profit-sharing arrangement creates beneficial ownership interests that brokers view as regulatory red flags. This is especially true if your account is titled in a way that suggests multiple beneficiaries.
Potential Structures for Model 1
A.
Separate Managed Accounts (Lower Risk)
Each subscriber has their own brokerage account at their broker of choice. You obtain limited trading authorization. Your AI system executes identical trades across all accounts. Subscribers pay you directly via subscription + performance fee.
Regulatory Impact: This likely triggers CTA/RIA registration since you're exercising trading authority over customer accounts, but avoids pooled vehicle issues. More compliant structure but requires individual account agreements.
B.
Profit-Share via Separate Legal Entity (Medium Risk)
Create Delaware LLC or LP. Members/limited partners receive units. Their "investment" is subscription fees (not trading capital). Trading profits flow to entity, distributed per operating agreement.
Regulatory Impact: Almost certainly triggers CPO registration if trading commodities. May trigger RIA if deemed securities-focused. Requires sophisticated legal structuring and ongoing compliance. This is essentially a hedge fund lite.
C.
Pure Prop Trading + Contest/Rewards (Lower Reg Risk, Higher Gambling Risk)
You trade your own capital. Subscribers pay for "education" and "community access." You periodically distribute "rewards" or "prizes" based on various criteria (tenure, engagement, random drawings). Avoid language suggesting profit-sharing rights.
Regulatory Impact: Reduces securities/commodities registration risk but introduces gambling/sweepstakes compliance issues. Must avoid structure where payments are contingent on investment returns.
Model 2: SaaS Platform (Non-Custodial Automation)
How This Model Works
→
Users subscribe to your platform (monthly/annual SaaS fee)
→
Users connect their own brokerage accounts via API keys (TD Ameritrade, Interactive Brokers, Tradier, Alpaca, etc.)
→
Your AI Agent + Orchestrator system analyzes markets and generates trade signals
→
Users configure which strategies to enable, risk parameters, position sizing
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Platform executes trades on behalf of user based on their settings via broker API
→
You never hold user funds, never have custody, never receive API keys in plaintext (secure vault/encryption)
Why Model 2 Has Lower Regulatory Risk
| Regulatory Test |
Analysis for Model 2 |
| RIA "Investment Advice" |
Safe if properly structured. SEC guidance distinguishes between (a) personalized investment advice and (b) impersonal trading tools. Platform providing "general algorithms" that users customize = impersonal. Platform analyzing user's portfolio and recommending specific trades = personalized.
Key: Market your platform as a tool/software, not advice. Avoid language like "we recommend" or "our analysis suggests." Use "the algorithm detected" or "based on your selected strategy."
|
| CTA "Trading Authority" |
Safe if user-directed. CFTC treats automated trading as user-directed if: (1) user controls which strategies to enable, (2) user sets risk parameters, (3) user can disable at any time, (4) user maintains custody via their own broker.
Key: Users must affirmatively enable each strategy. Default should be "off." Provide kill switch and position override controls.
|
| Broker-Dealer |
No risk. You're not executing trades for compensation - users' own brokers execute. You're providing software that connects to broker APIs. Similar to how TradingView or ThinkorSwim work.
|
| Money Transmitter |
No risk. You never touch user funds. Payment flow is: User → Broker (for trades), User → You (for SaaS subscription). No transmission of monetary value.
|
| Fiduciary Duty |
Low risk if disclaimers are proper. No custody = no custodial duty. No discretion (user configures) = no advisory duty. However, if your AI makes material decisions without user input, this could create implicit fiduciary relationship.
|
Model 2 Competitive Advantage: This is the Option Alpha / TradingView / QuantConnect model. It's proven, scalable, and keeps you in the software business rather than the financial services business. Your BlackRock systems experience is perfectly suited to building institutional-grade automation for retail users. The marketplace opportunity (users sharing strategies, backtests, etc.) is substantial and low-risk if properly structured.
Critical Compliance Boundaries for Model 2
✓
Do: Provide algorithmic strategies that users can enable/disable/configure
✓
Do: Allow users to set risk parameters, position limits, max drawdown triggers
✓
Do: Provide robust backtesting and paper trading before live execution
✓
Do: Clearly disclose that strategies may lose money, past performance doesn't predict future results
✓
Do: Encrypt API keys, use secure key management (AWS KMS, HashiCorp Vault)
✗
Don't: Provide personalized recommendations based on user's financial situation
✗
Don't: Market the platform as "we manage your account" or "our experts trade for you"
✗
Don't: Charge performance fees or profit splits (stay with flat SaaS subscription)
✗
Don't: Execute trades without user's prior configuration and consent
✗
Don't: Store API keys in plaintext or transmit unencrypted
International vs. US Structures
You mentioned interest in offshore structures to "eliminate regulation." Important reality check:
Myth: Operating offshore eliminates US regulatory obligations.
Reality: If you're a US person targeting US customers, SEC/CFTC jurisdiction follows. Offshore structure may actually increase regulatory scrutiny (viewed as evasion attempt) and complicate banking, broker relationships, and investor trust.
When Offshore Structures Make Sense
| Scenario |
Jurisdiction |
Advantages |
Disadvantages |
| Crypto-Only Platform |
Cayman Islands, BVI, Switzerland |
Lighter crypto regulation, established fund structures, institutional credibility |
Still need US compliance for US users, expensive ($50-100K+ setup), banking challenges |
| Non-US Customer Base |
Singapore, Dubai (DIFC), UK (FCA) |
Access to non-US markets, potentially lighter reqs than SEC, favorable tax treatment |
Must exclude US persons entirely (including from website/marketing), limits market size |
| Institutional Fund |
Delaware (US) or Cayman |
Familiar structure for institutional allocators, US entities easier for US investors |
Full US regulation applies, high compliance costs, not applicable to SaaS model |
Recommendation for Your Situation: If pursuing Model 2 (SaaS platform), US entity (Delaware LLC or C-Corp) is simplest and most credible. International expansion comes later after proving US model. If pursuing Model 1 (prop trading), offshore structure doesn't reduce regulatory burden and complicates your broker relationships (they'll require US entity for US-based trading).
Crypto-Specific Considerations
If your algorithms trade crypto assets:
- Centralized Exchange Tokens: SEC treats many as securities (Howey test). Trading on Coinbase/Kraken is safer than DeFi protocols.
- Decentralized Protocols: Using Uniswap, Aave, etc. via smart contracts introduces additional compliance questions (especially if you're providing the interface).
- Stablecoins: USDC/USDT generally okay for trading, but providing custody or issuance triggers money transmission + potential securities laws.
- Derivatives: Crypto futures/options on CME = CFTC jurisdiction. Offshore perpetuals (Binance, Bybit) = user must self-custody and trade directly (you can't facilitate for US persons).
For Model 2: Supporting crypto is straightforward if users connect their own Coinbase/Kraken APIs. You're just software. Same logic as supporting TD Ameritrade.
For Model 1: If you're trading crypto with profit splits, even more likely to trigger securities/commodities regulation. Offshore structure doesn't help if you or subscribers are US persons.
Next Steps: Intake Form
Important: The analysis above is preliminary and based on limited information. To provide definitive guidance on which regulatory registrations you need, please complete the intake form below. I've identified the specific details that will determine your compliance obligations.
What Happens Next
1.
You complete the intake form above and send me your responses (or we discuss on a call)
2.
I analyze your specific model against SEC, CFTC, state, and international regulatory frameworks
3.
I provide definitive registration recommendations: Which licenses you need (if any), exemptions you qualify for, compliance program requirements, estimated costs/timeline
4.
We design your compliance-forward architecture: Terms of service language, user disclosures, API key security protocols, marketing guardrails
5.
I connect you with specialist resources: Compliance consultants for RIA/CTA setup (if needed), broker introductions for API partnerships, entity formation counsel (Delaware vs offshore)
Timeline Estimate: Once I have your intake responses, I can provide detailed written guidance within 3-5 business days. For complex structures (e.g., Model 1 with offshore entity), we may need a follow-up call to finalize recommendations.