SDC U.S. Jurisdiction Compliance Research

Background

Spun out from sdc-dept-scaffold-mbr-absorb (2026-08-28). SDC/Risks/Affiliate-Compliance.md carried forward MBR’s compliance guardrails (FCAC, PIPEDA, CRA) as structure/precedent only — those are Canadian retail-banking rules. SDC’s own SDC/Strategy/ROADMAP.md states the actual target market is ~100% U.S. financial advisors, ~0% direct-to-investor, and no U.S.-jurisdiction research has been done. SDC/Risks/JOB_DESCRIPTION.md UPGRADES already names this as open work.

Talbot, 2026-08-28: “yes, spin out, 5_someday” — not urgent, but should not stay silently unresearched either.

[!decision] Stays 5_someday — CEO ruling, 2026-09-06 A promotion to 1_now was proposed and declined: “Defer until Canada restart complete.”

Strategic-Plan v2.1 reversed the market order — Canada restarts first, the U.S. comes next — so the gating compliance question is now the Canadian one (CIRO, post-MFDA/IIROC amalgamation), tracked in sdc-risks-canada-leverage-compliance. This task becomes Phase 3, step 1: the first thing that runs when U.S. entry actually begins. Do not start it earlier; U.S. market work of any kind is on the plan’s Not-Doing list until the Canada restart is complete.

Tasks

• Research the U.S. regulatory regime applicable to financial-advisor-facing leverage/debt education and software tools: SEC, FINRA, and relevant state-level investment-adviser rules.
• Identify the equivalent of MBR’s “simple referral, not regulated advice” structural boundary under U.S. law — what SDC can say/do as a software-facilitation and education provider without triggering registration as an investment adviser or broker-dealer.
• Identify disclosure requirements analogous to CIRO’s Leverage Risk Disclosure (Canada) if a U.S. equivalent exists.
• Update SDC/Risks/Affiliate-Compliance.md and SDC/Risks/JOB_DESCRIPTION.md with real U.S.-sourced guardrails, replacing the “not yet researched” flags.

Success Criteria

• SDC/Risks/Affiliate-Compliance.md’s “Jurisdiction — unresolved” section is replaced with real, cited U.S. regulatory findings.
• No claim is asserted without a primary or reputable secondary source (NEVER GUESS — this is compliance-adjacent content).

Notes

• Not urgent (focus: 5_someday) — no SDC offering currently ships that depends on this being resolved. Revisit when an offering nears a compliance-relevant release, or per Talbot’s own priority call.
• research skill available for this — deep, cited research task-type.

Context (Auto-Prepared) — 2026-08-28

Resolved File Paths

• SDC/Risks/Affiliate-Compliance.md → /mnt/d/FSS/KB/SDC/Risks/Affiliate-Compliance.md (verified: exists — the file this task’s findings feed back into)
• SDC/Risks/JOB_DESCRIPTION.md → /mnt/d/FSS/KB/SDC/Risks/JOB_DESCRIPTION.md (verified: exists — names this research as open UPGRADES work)
• SDC/Strategy/ROADMAP.md → /mnt/d/FSS/KB/SDC/Strategy/ROADMAP.md (verified: exists — states the ~100% U.S. advisor / ~0% direct-to-investor target market that makes this a U.S., not Canadian, research question)
• SDC/Strategy/Research/Investment-Debt-Providers.md → /mnt/d/FSS/KB/SDC/Strategy/Research/Investment-Debt-Providers.md (verified: exists — its “Regulatory & Legal” section covers Canadian CIRO/FCAC leverage-disclosure rules in depth; useful as a structural analog for what to look for in the U.S. regime, not as a source of U.S. facts)

KB Context

• qmd surfaced no existing U.S.-jurisdiction compliance research anywhere in the vault — this is genuinely greenfield, confirming the task’s own premise.
• A graphify community cluster labelled “Canada Leverage Advisor Regulations” exists in graphify-out/GRAPH-REPORT.md (2026-07-13) — traced to Investment-Debt-Providers.md’s CIRO/FCAC content, not a separate note. Confirms no dedicated regulation file exists to build on; this task starts from primary-source research, not a vault refresh.
• Structural precedent to match (from Affiliate-Compliance.md): the “software facilitation and mathematical analysis, never regulated advice” boundary. The Canadian analog is the CIRO “simple referral” boundary (referral vs. brokering) — find the U.S. equivalent line (likely SEC/state investment-adviser registration thresholds, “impersonal investment advice” carve-outs, or similar).

Dependencies

• Prerequisite status: all clear (none listed)
• External systems needed: web research (the research skill’s normal sourcing)
• Files that must exist before execution: none beyond those listed above (all verified present)

Execution Notes

• Model recommendation: Opus — matches the model used for sdc-behavioural-solutions-debt (the other open regulatory/behavioural research task spun out of the same refocus decision) and this task’s own risk: high frontmatter.
• Assignee: claude
• Key constraints: NEVER GUESS applies at full force here — this is compliance-adjacent content; every claim needs a primary or reputable secondary source, cited, same discipline as Investment-Debt-Providers.md’s existing research report. Do not let Canadian precedent (CIRO/FCAC) stand in for unresearched U.S. facts anywhere in the output.