Author: KarenZ, Foresight News
Original Title: SEC and CFTC Jointly Approve? From "How to Regulate" to "What to Regulate"
On March 18, 2026, Beijing time, the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) jointly issued a landmark interpretive guide. This 68-page document marks the end of a more than decade-long "period of compliance chaos."
In the past, cryptocurrency developers most feared the SEC's "surprise enforcement actions," because the Howey Test hung like a sword of Damocles, putting almost all tokens at risk of being defined as "securities."
This test determines whether a transaction constitutes an "investment contract," i.e., a security, based on three criteria: an investment of money, in a common enterprise, with an expectation of profit derived from the efforts of others. Theoretically, this standard is clear, but applying it to crypto assets creates problems: Is Bitcoin a security? Is mining considered issuing securities? How are airdrops classified? Different courts have different interpretations, and the SEC's own enforcement stance has been inconsistent.
However, following the establishment of the SEC's Crypto Task Force in 2025 and the launch of the "Project Crypto" initiative, regulators have finally provided clear classifications.
Crypto Asset Classification: What is a Security, What is Not?
The SEC has clearly classified crypto assets into five major categories based on their characteristics, uses, and functions, defining their legal attributes:
1. Digital Commodities: Non-Securities
Their value stems from the programmed operation of a functional cryptographic system and supply-demand dynamics, not from the expectation of profit from the essential managerial efforts of others.
The guide lists some representative tokens: APT, AVAX, BTC, BCH, ADA, LINK, DOGE, ETH, HBAR, LTC, DOT, SHIB, SOL, Stellar, Tezos, XRP.
2. Digital Collectibles: Mostly Non-Securities
Digital Collectibles are crypto assets designed for collection or use, which may represent or grant users rights related to artwork, music, videos, collectible cards, in-game items, or represent associated digital content like memes, characters, current events, or trends.
The core logic is that they lack intrinsic economic attributes or related rights, such as generating passive income or granting holders rights to future revenue, profits, or assets of an enterprise or other entity, promisor, or debtor. Additionally, the existence of creator royalties does not alter their non-security status.
Representative Digital Collectibles include CryptoPunks, Chromie Squiggles, fan tokens, WIF (Meme token), and VCOIN. VCOIN is the official digital currency of the 3D avatar social metaverse platform IMVU, which can be bought, earned, and traded within the IMVU platform.
The document specifically mentions that "Meme Coins" also fall into this category. Memes typically arise from internet culture, their value determined by supply and demand rather than the managerial efforts of others, and are primarily used for artistic, entertainment, social, or cultural purposes. The原文 mentions that a Meme Coin might later evolve into a "Digital Commodity" if it gains practical utility within a functional cryptographic system.
One exception is: If a digital collectible is fractionalized and sold, allowing people to acquire a small fraction of ownership in a single collectible, it may involve an investment contract and be subject to securities regulation.
3. Digital Tools – Non-Securities
Digital Tools refer to crypto assets with practical functions, such as memberships, tickets, vouchers, identity identifiers, etc., often non-transferable or presented in a soulbound form.
Representative Digital Tools include the Ethereum Name Service (ENS) and CoinDesk's "Microcosms’ NFT Consensus Ticket" conference pass, whose value derives from utility rather than investment returns.
4. Stablecoins: Case-by-Case Basis
"Permitted Payment Stablecoins" as defined by the 《GENIUS Act》 are not securities. Such stablecoins are issued by compliant issuers for payment or settlement, and stablecoin issuers are prohibited from paying interest to holders.
Whether other types of stablecoins constitute securities needs to be judged based on specific facts.
5. Digital Securities: Securities
Digital Securities, often called "tokenized securities," are traditional financial instruments (stocks, bonds, etc.) presented in the form of crypto assets, with ownership records maintained wholly or partially on-chain. Regardless of format, these assets do not escape the jurisdiction of securities laws.
The guide further divides tokenized securities into two categories: those led by the security issuer itself (or its agent) and those led by a third party unaffiliated with the issuer. The document specifically cautions that, due to the diverse ways tokenization can be implemented, the rights of on-chain token holders may differ substantially from those holding the underlying original securities, including potential differences in economic rights and voting rights. This is a clear warning from regulators to investors.
How Do Non-Security Assets "Hook" and "Unhook" from Securities Laws?
After classification, the document answers a long-debated question in the industry: If a token itself is not a security, can it still be regulated by securities laws?
The answer is: It might be, or it might escape.
The core logic revolves around the concept of an "investment contract." The document explains that a non-security crypto asset, if the issuer during or before the sale makes promises or representations that lead purchasers to expect profits from the issuer's "essential managerial efforts," constitutes an investment contract and must be registered under securities laws or use exemption clauses.
What are "essential managerial efforts"? The document spends considerable篇幅 (a significant portion) discussing what kind of promises or representations can form the basis for a reasonable expectation of profit. The core logic is that the expectation must be shaped by the issuer's statements, not arise凭空 (out of thin air), and must relate to those "managerial activities that substantially affect the success or failure of the project," rather than日常的行政或辅助性工作 (routine administrative or ancillary tasks). For example, developers saying "we will build this chain, achieve these functions, complete milestones on schedule" constitutes a promise of essential managerial efforts. The more specific and clear the promise, the more likely it is to create a reasonable expectation.
It is worth mentioning that promises made by the issuer *after* the sale is completed will not retroactively transform the prior sale into an investment contract.
Once a non-security crypto asset is wrapped in an investment contract in the primary market, this investment contract can pass to subsequent buyers in the secondary market, provided subsequent buyers still have reason to believe the issuer's promises are associated with the asset. Once this premise disappears, the investment contract naturally dissolves.
So under what circumstances does this constraint lift? The document outlines two paths:
First, the issuer fulfills its promises. If the issuer publicly discloses that it has completed the promised essential managerial efforts, purchasers no longer have a reasonable expectation of profit, and the investment contract terminates. This means that after a project is completed and fully decentralized, subsequent token circulation is no longer a securities transaction.
Second, the issuer explicitly abandons its previous promises. If the issuer publicly announces that it will no longer fulfill its promised managerial efforts (e.g., announces abandonment of developing a certain chain), and this statement is widely disseminated and clearly expressed, then a reasonable buyer would no longer expect those promises to be fulfilled, and the investment contract also terminates.
However, the document clearly states: Even if the investment contract terminates, the issuer may still face liability under securities laws for violations during the contract's existence (including unregistered offerings, misrepresentations, etc.).
How are Mining, Staking, and Airdrops Judged?
The guide specifically provides interpretations for mining, staking, and airdrop activities, uniformly determining they do not constitute securities offerings:
1. Protocol Mining: The act of mining to earn rewards in a PoW network does not involve a securities offering.
Whether self-mining, solo mining, or joining a pool, miners provide computing power, validate transactions, and receive protocol rewards. This is an administrative or ancillary activity; there is no structure relying on the essential managerial efforts of others for profit, thus it does not involve a securities offering.
2. Protocol Staking: Under the methods and circumstances described in this document, solo staking, self-custody delegated staking, custodial staking, and liquid staking do not constitute securities offerings. Staking participants maintain PoS network security by locking digital commodities; their回报 (returns) stem from the programmatic distribution of the network protocol. The activities of related service providers are merely administrative support and do not constitute essential managerial efforts.
Regarding usage restrictions on assets in custodial staking, the原文 lists three hard constraints: Staked assets must not be used for the custodian's own operations or general business purposes; must not be lent, staked, or re-staked for any reason; must be held in a manner that does not expose them to third-party claims. Therefore, custodians cannot use these assets for leverage, trading, speculation, or any discretionary activities.
Staking receipt tokens issued in liquid staking, if they correspond to non-security crypto assets not subject to an investment contract, also do not constitute securities. However, if the underlying asset is a digital security, or a non-security asset already wrapped in an investment contract, the staking receipt should constitute a security.
3. Asset Wrapping: Wrapping an asset into a token compatible with another chain, provided it is 1:1 redeemable and the provider does not offer any additional yield, does not trigger securities laws,前提是 (provided that) the underlying asset is a non-security asset.
However, the deposited original assets are "locked" and during the wrapping period are non-transferable, cannot be lent, staked, re-staked, or used for any other purpose.
4. Airdrops: If an issuer distributes non-security crypto assets gratuitously to recipients, and the recipients do not provide consideration such as money, goods, or services, the "investment of money" element of the Howey Test is not satisfied, and it does not constitute a securities offering.
The document's distinguishing logic is as follows:
-
Situations NOT constituting an investment contract: The issuer directly airdrops to eligible addresses; recipients are unaware beforehand, do not need to complete any tasks, and do not provide any consideration. Prior natural user actions (e.g., using a testnet) can be used as qualification criteria, provided the action occurred *before* the airdrop was announced and the user did not intentionally perform it to receive the airdrop.
-
Situations posing potential investment contract risk: The issuer announces an airdrop plan and requires recipients to complete specific tasks *after* the announcement (including follows, shares, article writing, referrals, etc.) to receive the assets. Here, the recipient is actively providing labor in exchange for the asset, establishing a clear relationship of consideration.
The Significance and Limits of This Document
The guide concludes by emphasizing that the SEC and CFTC will take joint action. The CFTC explicitly states it will enforce the Commodity Exchange Act in accordance with this interpretation and recognizes that certain non-security crypto assets can constitute commodities under commodity law.
It is important to clarify that this guide does not replace the Howey Test but clarifies to the market how the SEC will apply this test to the crypto asset领域 (domain). Simultaneously, this guide will replace the 2019 SEC staff publication "Framework for ‘Investment Contract’ Analysis of Digital Assets" as the new reference for regulation.
Its limitations are apparent. The document is interpretive, not formal legislation, and does not protect issuers from private lawsuits. Additionally, it is based on the SEC's understanding of the current market状况 (situation) and explicitly states it may be adjusted based on feedback. More core legislative work on crypto asset regulation is still progressing in the U.S. Congress.
But undoubtedly, this document provides a clearer roadmap for industry development. Complex issues such as how new tokens can avoid being classified as securities from the design source and how existing crypto projects can complete a compliant transition remain for regulators and the industry to further explore.
With clearer rules, attempts to "cut leeks" (scam users) through "gray areas" will find it harder to hide. For genuine developers and long-term investors, 2026 might truly be the starting point of the合规大航海时代 (era of compliant great navigation).
Twitter:https://twitter.com/BitpushNewsCN
BitPush TG Discussion Group:https://t.me/BitPushCommunity
BitPush TG Subscription: https://t.me/bitpush
