How to Get a Stablecoin Issuer License in the US: OCC Approval Under the GENIUS Act, Step by Step

The short version: The United States has no federal “VASP licence”. What the GENIUS Act creates is narrower: from 18 January 2027 a company generally needs approval as a permitted payment stablecoin issuer to issue a payment stablecoin in the US, and issuing without it is a federal crime (Public Law 119-27, s.3; OCC Bulletin 2026-51). For a nonbank applicant, the main federal route is approval by the Office of the Comptroller of the Currency (OCC) under the new 12 CFR part 15, published as a final rule on 23 October 2026 (Federal Register 2026-21706). The rule sets out what goes into the file, a 30-day completeness check, a deemed approval on day 120, a $5 million minimum capital floor and a 12-month operating-expense backstop. One thing is missing: the OCC is not yet accepting applications. It will start once the Office of Management and Budget (OMB) approves the application forms (OCC GENIUS Act page). This guide walks through the OCC procedure step by step. For the timetable of the whole rulebook, see our effective-date analysis. For the companies already holding OCC charter approvals, see our charter tracker.

A summary of the Act, the OCC's final rule, OCC bulletins and Federal Register notices, linked in each paragraph. Not legal advice. VASP Tracker is an independent project. It is not affiliated with the OCC, Treasury, the Federal Reserve, the FDIC, the NCUA, FinCEN or any state regulator.

First: This Is a Stablecoin Issuer Approval, Not a VASP Licence

Elsewhere, the guides in this series describe licences for exchanges, brokers and custodians: a CASP authorisation under MiCA, FCA authorisation in the UK, a VASP authorisation from the central bank in Brazil. The GENIUS Act is not that kind of regime. It regulates the issuer of a payment stablecoin. It defines “digital asset service providers” (exchanges, transfer and custody providers and similar businesses) but does not license them. Instead, from three years after enactment, it bars them from offering or selling to people in the US a payment stablecoin that does not come from a permitted issuer (Act, ss.2(7) and 3(b)). By our calculation, three years after 18 July 2025 is 18 July 2028.

A US crypto exchange, broker or wallet business does not need GENIUS approval. It does still need the existing permits. At federal level, FinCEN treats a person who accepts and transmits convertible virtual currency as a money transmitter (FinCEN FIN-2019-G001). A money transmitter is a money services business (MSB), and an MSB must register with FinCEN on Form 107 within 180 days of being established and renew every two years (FinCEN MSB registration). On top of that, most states have their own licensing, such as New York's BitLicense; see our New York page and who holds a New York licence. Those state regimes are not covered here.

So the honest answer to “how do I get a crypto licence in the US?” depends on the activity. If you run an exchange, you need FinCEN registration and state licences. If you issue a dollar stablecoin, you need GENIUS Act approval. The rest of this guide is about the second.

Step 1: Check That Your Token Is a Payment Stablecoin

The Act defines a payment stablecoin as a digital asset that is, or is designed to be, used as a means of payment or settlement, where the issuer is obliged to convert, redeem or repurchase it for a fixed amount of money and represents that it will keep a stable value relative to a fixed amount of money (Act, s.2(22)). The definition excludes a national currency, a deposit (including a deposit recorded on a distributed ledger) and a security.

If the token fits, the prohibition in section 3(a) applies from 18 January 2027: only a permitted payment stablecoin issuer may issue a payment stablecoin in the United States. Section 3(f) sets the criminal penalty for knowingly participating in a violation at a fine of up to $1,000,000 per violation, imprisonment of up to 5 years, or both (Act, s.3).

Step 2: Pick Your Route and Your Regulator

Under the Act, a permitted payment stablecoin issuer is a person formed in the United States that is one of three things (Act, s.2(23)):

• A subsidiary of an insured depository institution, approved by that institution's federal regulator. For subsidiaries of national banks, federal savings associations and insured federal branches, that regulator is the OCC. For subsidiaries of state banks and credit unions, it is the FDIC, the Federal Reserve or the NCUA (Act, s.2(25)).
• A Federal qualified payment stablecoin issuer: a nonbank entity, an uninsured national bank chartered by the OCC, or a federal branch, approved by the OCC (Act, s.2(11)).
• A State qualified payment stablecoin issuer, approved by a state regulator under a state regime certified as “substantially similar” to the federal one. This option is only open to issuers with no more than $10 billion of payment stablecoins outstanding (Act, s.4(c)).

The OCC's rule covers two of these routes: banks under its supervision that issue through a subsidiary (12 CFR 15.30(a)(1)), and nonbanks, uninsured national banks and uninsured federal branches applying as Federal qualified issuers (12 CFR 15.30(a)(2)) (12 CFR 15.30). The OCC confirms that part 15 is “the only application process required to issue payment stablecoins under the GENIUS Act.” An issuer that wants to be an uninsured national bank, though, also needs a separate charter application under 12 CFR part 5 (OCC information collection notice). The OCC has already granted conditional national trust bank charters to several crypto firms that plan stablecoin issuance, and our charter tracker lists them. The OCC's decisions make that issuance conditional on GENIUS Act compliance.

The FDIC, the Federal Reserve and the NCUA write their own rules for the institutions they supervise. Where those stand is on our rulemaking page. They are not covered in this guide.

Step 3: Form the US Entity and Check the Public-Company Rule

Because a permitted issuer must be “formed in the United States”, a foreign group that wants to issue directly needs a US entity. The alternative is the foreign-issuer registration described below. The OCC says one entity may apply to issue more than one brand of payment stablecoin, and that groups using several special-purpose vehicles to protect holders can apply without undue burden (OCC notice).

Check one special rule early. Under section 4(a)(12), a public company that is not predominantly engaged in financial activities, or its subsidiary, may issue a payment stablecoin only if the Stablecoin Certification Review Committee unanimously finds that it meets the Act's conditions. That committee is the Treasury Secretary, the Federal Reserve Chair or Vice Chair for Supervision, and the FDIC Chair (Act, s.4(a)(12)). Every OCC application must include a certification of whether section 4(a)(12) applies to the applicant (12 CFR 15.30(b)(1)(iv); 12 CFR 15.30).

Step 4: Assemble Management, Directors and Shareholders

People are a large part of the OCC's test. Each director, executive officer and principal shareholder must file the Interagency Biographical and Financial Report, or the Corporate Background and Financial Report for corporate shareholders (12 CFR 15.30(b)(1)(ii)). The OCC may take fingerprints of these individuals for an FBI criminal history check (15.30(b)(4)(iii)).

Two review factors concern people directly (12 CFR 15.30(d)):

• whether any officer or director has been convicted of a felony involving insider trading, embezzlement, cybercrime, money laundering, terrorist financing or financial fraud;
• the competence, experience and integrity of officers, directors and principal shareholders of the applicant, its subsidiaries and parent companies, including their record of complying with laws and their ability to meet OCC conditions.

A material misrepresentation or omission in the file can lead to enforcement action, including criminal penalties under 18 U.S.C. 1001 (15.30(b)(4)(i)).

Step 5: Fund Capital and the Operational Backstop

The OCC rule has two prudential layers (12 CFR 15.40–15.41):

• Minimum capital. A de novo issuer must hold the greater of the amount set in its OCC licensing conditions or $5 million, for 36 months unless the OCC sets a different period. After that, capital must be commensurate with the issuer's risks and never below $5 million. Capital means GAAP equity less goodwill, other intangibles, deferred tax assets and the equity-funded part of the backstop.
• Operational backstop. Separately, the issuer must hold assets equal to 12 months of total expenses. These must be US coins and currency or Federal Reserve balances, fully insured demand deposits, or Treasury bills, notes or bonds with 93 days or less to maturity, and they must be kept separate from reserve assets. Up to 50% of the backstop can be funded with qualifying subordinated debt of at least five years' maturity, which amortises by 20% a year over its last five years.

The consequences of a shortfall are set out in the rule. The issuer must notify the OCC within 24 hours. If it is still short at quarter end, it must stop new issuance from the first day of the next month. After two consecutive quarters, it must begin liquidating reserves and redeeming coins with no redemption fee (15.41(c)). The $5 million is a floor. The actual figure for a given applicant is set in its approval conditions, and the OCC does not publish a way to calculate it in advance.

Step 6: Design Reserves and Redemption

The file must show reserve and redemption policies that already meet the rule. The OCC treats a compliant redemption policy as a separate review factor (12 CFR 15.30(d)(4)). The main requirements:

• Reserves (12 CFR 15.11). At least one dollar of identifiable reserves per dollar of coins outstanding. Eligible assets are cash or Federal Reserve balances, demand deposits at insured institutions, Treasury bills, notes and bonds with 93 days or less remaining, overnight repo and reverse repo meeting the rule's conditions, government money market funds, other government-issued assets the OCC approves, and tokenised forms of these. At least 5% must be in demand deposits or Federal Reserve balances. Exposure to any single counterparty is capped at 40%, with exceptions such as the US government. Reserves may not be pledged or rehypothecated, except for limited repo of short Treasury bills with OCC approval (15.10).
• Monthly transparency. The issuer publishes a reserve composition report by noon on the last day of each month in the rule's template format. A registered public accounting firm examines it each month, and the CEO and CFO certify it to the OCC (15.11).
• Redemption (12 CFR 15.12). A public redemption policy, redemption within two business days, and redemption for any holder of at least one coin. The issuer must notify the OCC within 24 hours if requests exceed 10% of a brand's outstanding value in one day, and give 7 days' notice before changing fees. Disclosures must state that the coin is not legal tender, not a deposit and not FDIC-insured.
• Prohibited features. No interest or yield paid to holders solely for holding the coin. No marketing of the coin as legal tender or backed by the US government. No names suggesting a link to the US government (15.10).

If reserves fall short, the issuer must stop issuing immediately. After 15 consecutive business days of shortfall, it must begin liquidation and fee-free redemption (15.11).

Step 7: Write the Risk, IT and BSA Programmes

Section 15.13 lists the risk management the OCC expects (12 CFR 15.13): internal controls and internal audit, interest-rate and liquidity risk, growth and earnings, insider and affiliate transactions, third-party service providers, concentration, regular stress testing of the reserve portfolio, foreign exchange risk (with prior OCC approval), and a board-approved information security programme. That programme covers customer information, safe handling of digital assets and private keys, notification of unauthorised access, and IT resilience. The final rule does not include the Bank Secrecy Act, anti-money laundering and sanctions rules. The OCC proposed those separately on 24 June 2026, in coordination with FinCEN and OFAC (Federal Register 2026-12692). Once approved, an issuer must certify its AML and sanctions programme to the OCC within 180 days and annually after that (15.14). Missing that certification is a ground for revocation (15.33).

Step 8: Build the Application File

Section 15.30(b)(1) requires four elements: the OCC application form, the biographical and financial reports, a certification of no material misrepresentation or omission, and the section 4(a)(12) certification (12 CFR 15.30(b)). The OCC's information collection notice says the application must include an overview of the applicant, a detailed business plan, the proposed activities and their permissibility, and the reserve, redemption and risk management policies (OCC notice). Bulletin 2026-51 adds what a complete filing should address (OCC Bulletin 2026-51):

• business plan and management;
• reserve assets, issuance and redemption;
• risk management, capital and liquidity;
• any shared services model with affiliates;
• BSA/AML and OFAC compliance;
• third-party risk management, enterprise and compliance risk, and audit.

The OCC also says the form's questions “are not intended to limit the applicant's presentation”. Supporting information explaining the basis for the applicant's conclusions should accompany the application (OCC notice). The application goes to the appropriate OCC licensing office (15.30(b)(2)). Questions can be sent to [email protected], the contact named in Bulletin 2026-51.

When can you file? Not yet. The OCC sent the application forms to OMB under the Paperwork Reduction Act on 23 October 2026, with comments due by 23 November 2026 (Federal Register 2026-21704; a correction to the Act's effective date in that notice followed on 29 October, 2026-22036). The OCC estimates 40 respondents and 4,915 burden hours a year. It will start accepting applications and waiver requests after OMB approval and will announce the date in a press release (OCC). Until then, the forms are not published.

Step 9: The Clock, the Decision and the Appeal

The OCC timetable runs from receipt of the file (12 CFR 15.30(b)–(f)):

1. Completeness: 30 days. The OCC tells the applicant within 30 days whether the application is “substantially complete”, meaning it has enough information to decide on the review factors. If it is not, the OCC lists what is missing and gives a new answer within 30 days of receiving it.
2. Return: 60 days. An application still incomplete 60 days after the OCC's notice is returned without a decision.
3. Decision: 120 days. A substantially complete application is deemed approved on the 120th day after the OCC receives it, unless the OCC denies it first. The OCC may approve, approve with conditions, or deny.
4. Denial. A denial must be on safety and soundness grounds under the review factors. Within 30 days the OCC gives a written explanation with its findings and “actionable recommendations”. The applicant may file again.
5. Appeal. The applicant may request a hearing in writing within 30 days of the denial. The OCC sets a time and place within 30 days. The Comptroller or a delegate reviews everything anew and issues a final determination within 60 days of the hearing.

A material change in circumstances can make the OCC treat the file as a new application, which restarts the clock. The OCC can also nullify an approval granted on misrepresented information or by error (15.30(h)). The OCC says approvals may carry conditions so that an issuer does not begin business until it complies with the applicable parts of the Act (OCC notice).

Already Issuing? The 18 January 2027 Waiver

The Act has no grandfathering period for existing issuers. Instead, section 5(f) lets a regulator waive requirements for an applicant whose application is pending on the effective date. The OCC implements this as a safe harbor (12 CFR 15.30(g)). An issuer with a substantially complete application pending on or before 18 January 2027 may ask in writing for a waiver of the Act's or the rule's requirements. A waiver can last up to 12 months from 18 January 2027, and requires that it be in the public interest or that extraordinary circumstances justify it. It does not stop the OCC from denying the application.

In Bulletin 2026-51 the OCC says it generally expects to grant prior-approval waivers to issuers already operating in the US that have substantially complete applications. It sees no general reason to grant other waivers. New entrants should expect to wait for approval before issuing, and the OCC intends to decide waivers generally by 18 January 2027 (OCC Bulletin 2026-51). Because filing cannot start until OMB approves the forms, the window between opening and 18 January is short. Our calculation: from this guide's date it is under 12 weeks.

Foreign Issuers: Registration Instead of Approval

A foreign payment stablecoin issuer does not become a permitted issuer. To have its coin offered in the US, it registers with the OCC, and registration has a precondition: the Treasury Secretary must first have determined, under section 18 of the Act, that the home country's regime is comparable (12 CFR 15.31–15.32; OCC notice). The OCC filing includes the form, evidence of the Treasury determination, a certification that the issuer will give the OCC all information needed to enforce the Act, consent to US jurisdiction, and misrepresentation and section 4(a)(12) certifications. A registration is deemed approved on the 30th day after filing unless the OCC tells the issuer otherwise. Conditions include enough reserves in US financial institutions to meet US customers' liquidity needs, English-language information, a monthly report to the OCC by noon on the last day of the month, and consent to US courts. The OCC will publish the list of registered foreign issuers on occ.gov. Registration can be rescinded, effective on publication in the Federal Register (15.33).

The State Route and the $10 Billion Line

An issuer with no more than $10 billion outstanding may choose a certified state regime instead. States must certify that their regime is substantially similar to the federal framework within one year of the effective date, and recertify annually (Act, s.4(c); Treasury interim final rule). A state issuer that exceeds $10 billion faces deadlines set by the OCC rule (12 CFR 15.15): notify the OCC within 5 days, request any waiver within 240 days, and complete the transition to federal supervision within 360 days or stop issuing new coins. Which states will certify, and when, is not yet known. The certifications are tracked on our rulemaking page.

Fees: What Is and Is Not Published

We found no application fee for a part 15 application in the final rule or in Bulletins 2026-50 and 2026-51. Ongoing costs are set out. Nonbank Federal qualified issuers, and certain state issuers the OCC supervises, pay a semiannual assessment due on 31 March and 30 September, calculated from a table of asset brackets, with reserve assets reduced by 35%, or a higher percentage of up to 55% that the OCC publishes (12 CFR 8.10–8.13). The dollar amounts in the table are not in the rule. The OCC publishes them in its annual Notice of OCC Fees and Assessments. Surcharges of 1.5 times and 2 times apply to issuers in less than satisfactory and deficient condition, and special examinations and waiver reviews can be charged separately. We do not estimate a total.

After Approval in Brief

• Examinations every 12 months, or every 18 to 24 months for issuers under $1 billion in good condition (12 CFR 15.14).
• Reporting. A confidential weekly report and a quarterly financial report within 30 days of quarter end, plus the monthly reserve report and examination. Revised forms are out for comment (OCC Bulletin 2026-52).
• Audited accounts. Issuers with more than $50 billion outstanding that are not SEC reporting companies must publish audited annual financial statements (15.14).
• Change in control needs OCC approval under 12 CFR 5.50 (15.14).
• Permitted activities are limited to issuing and redeeming, managing reserves, custody and directly supporting activities (15.10).

The US Route Next to MiCA and the UK

In the EU, a dollar or euro stablecoin is usually an e-money token under MiCA. Only a credit institution or an electronic money institution may offer one to the public (MiCA, Art. 48), and an exchange needs a separate CASP authorisation, which a firm can passport across the EU. See our EMT issuer analysis and how to get a CASP licence. In the UK, issuing a qualifying stablecoin is one of the new FCA-authorised activities, with a £350,000 permanent minimum requirement and an £11,260 application fee. Exchanges and custodians apply under the same FSMA gateway; see our UK licensing guide. The US is the only one of the three that separates the issuer licence completely from the exchange regime. It is also the only one with a statutory deemed approval: 120 days after a complete file. In exchange, its $5 million capital floor and 12-month expense backstop are much higher than the UK issuer minimum.

Practical Checklist Before the OCC Opens Filing

1. Confirm the token is a payment stablecoin and not a deposit or a security (Act, s.2(22)).
2. Choose the route: bank subsidiary, Federal qualified nonbank, uninsured national bank (with a part 5 charter application as well), state regime if under $10 billion, or foreign registration.
3. Form the US entity and decide on single-brand, multi-brand or SPV structures.
4. Check whether section 4(a)(12) applies to your group.
5. Prepare biographical and financial reports for every director, executive officer and principal shareholder.
6. Fund at least $5 million of capital plus 12 months of expenses in backstop-eligible assets, based on realistic forecasts.
7. Write reserve, redemption, risk management, information security and BSA/AML/OFAC policies against 15.10–15.14, and line up a registered public accounting firm for monthly examinations.
8. Draft the business plan and supporting analysis to cover every item in Bulletin 2026-51.
9. Watch the OCC GENIUS Act page for the press release that opens filing.
10. If you already issue in the US, file a substantially complete application and a written waiver request before 18 January 2027.

Checked against the Act (govinfo.gov), the Federal Register, OCC bulletins and occ.gov pages, and FinCEN pages on 21 Oct 2026. Not yet public: the application forms and instructions (pending OMB approval), the date the OCC opens filing, OCC assessment amounts for stablecoin issuers, any decision statistics, and which states will certify regimes. We say so rather than estimate.