SECURITIES AND EXCHANGE COMMISSION, 17 CFR Parts 230, 240, 242, and 249
Release No. 34-99847; File No. S7-03-2026, RIN 3235-AM14
Joint Statement on the Regulation of Crypto Asset Securities and Commodities
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule; joint statement with the Commodity Futures Trading Commission.
SUMMARY: The Securities and Exchange Commission ("Commission" or "SEC") is proposing
amendments to Rules 3a4-1, 10b-5, 15c3-1, and 17a-4 under the Securities Exchange
Act of 1934 ("Exchange Act"), and new Rule 3a68-1 under the Commodity Exchange Act
("CEA"), to establish a coordinated framework for the oversight of digital asset
securities and digital asset commodities. The proposed rules would create a unified
registration and compliance pathway for entities operating at the intersection of
securities and commodity markets in the digital asset ecosystem.
DATES: Comments should be received on or before [INSERT DATE 60 DAYS AFTER
PUBLICATION IN THE FEDERAL REGISTER].
Pursuant to the authority in Sections 3(b), 10(b), 13(a), 15(d), and 23(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(b), 78j(b), 78m(a), 78o(d), and
78w(a)), and Sections 2(a)(1) and 5c(c) of the Commodity Exchange Act (7 U.S.C.
2(a)(1) and 7a-2(c)), the Commission and the CFTC jointly propose the following:
I. BACKGROUND
A. Current Regulatory Landscape for Digital Assets
The regulation of digital assets in the United States has evolved through a series of
enforcement actions, no-action letters, staff guidance, and judicial decisions. The
Commission has applied the framework established in SEC v. W.J. Howey Co., 328 U.S.
293 (1946), to determine whether a particular digital asset constitutes an "investment
contract" and thus a "security" under Section 2(a)(1) of the Securities Act of 1933
(15 U.S.C. 77b(a)(1)) and Section 3(a)(10) of the Exchange Act (15 U.S.C. 78c(a)(10)).
The CFTC, in turn, has asserted jurisdiction over digital assets that qualify as
"commodities" under Section 1a(9) of the CEA (7 U.S.C. 1a(9)), including Bitcoin and
Ether, as affirmed in CFTC v. McDonnell, 287 F. Supp. 3d 213 (E.D.N.Y. 2018).
B. Need for a Coordinated Approach
Market participants have repeatedly identified regulatory uncertainty as a principal
barrier to innovation and compliance in the digital asset space. The lack of a unified
framework has resulted in duplicative regulation, inconsistent enforcement, and
regulatory arbitrage across jurisdictions...
II. DISCUSSION OF PROPOSED AMENDMENTS
A. Proposed Rule 3a68-1: Definition of "Digital Asset Security-Commodity"
B. Proposed Amendments to Rule 10b-5: Application to Digital Asset Trading
C. Proposed Amendments to Rule 15c3-1: Net Capital Requirements for Digital Asset Dealers
D. Proposed Amendments to Rule 17a-4: Recordkeeping Requirements
III. PAPERWORK REDUCTION ACT ANALYSIS
IV. ECONOMIC ANALYSIS
V. REGULATORY FLEXIBILITY ACT CERTIFICATION
VI. STATUTORY AUTHORITY
SUPPLEMENTARY INFORMATION: The full text of this joint rulemaking proposal spans
approximately 247 pages in the Federal Register and references 142 prior Commission
actions, 38 CFTC enforcement proceedings, and 64 public comment letters.
A. Proposed Rule 3a68-1: Definition of "Digital Asset Security-Commodity"
The Commission proposes to define a "digital asset security-commodity" as any digital
asset that: (i) was initially offered or sold as part of an investment contract within
the meaning of Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the
Exchange Act; and (ii) has, subsequent to its initial distribution, developed sufficient
decentralization, utility, or functional characteristics such that it may also qualify
as a "commodity" under Section 1a(9) of the CEA.
B. Proposed Amendments to Rule 10b-5: Application to Digital Asset Trading
The Commission proposes to amend Rule 10b-5 under the Exchange Act to clarify its
application to digital asset trading. Specifically, the proposed amendment would
extend anti-fraud provisions to manipulative and deceptive practices in the trading
of digital assets on both registered and unregistered platforms.
=================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
100 F Street NE, Washington, DC 20549 · www.sec.gov
Release No. 34-99847 | File No. S7-03-2026
Federal Register Vol. 91, No. 47 / March 2026
