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SEC and CFTC Say Most Crypto Assets Aren’t Securities in Joint Guidance

The nonbinding interpretation offers interim certainty pending SEC rule proposals, with permanence left to Congress.

Overview

  • The 68-page, commission-level release sets a five-part token taxonomy covering digital commodities, digital collectibles, digital tools, stablecoins, and digital securities.
  • Regulators state that protocol mining, staking, many airdrops, and the wrapping of non-security assets do not, by themselves, constitute securities offerings.
  • The guidance clarifies that a token’s securities status can be temporary, ending when issuer promises are fulfilled or no longer relevant under investment-contract analysis.
  • The CFTC formally endorsed the framework and said it will apply the Commodity Exchange Act consistent with the SEC’s interpretation as part of closer interagency coordination.
  • The interpretation is not a new rule; the SEC signaled forthcoming rulemaking proposals, including a potential innovation or safe-harbor exemption, for public comment in the coming weeks.