US SEC and CFTC Join Forces to Release Major Guidance, Clarifying the Securities vs. Non-Securities Boundary for Crypto Assets

The U.S. Securities and Exchange Commission (SEC) has released a comprehensive 68-page interpretive document titled “How the Federal Securities Laws Apply to Certain Types of Crypto Assets and Transactions Involving Crypto Assets,” providing a systematic explanation of how federal securities laws apply to specific types of crypto assets and related transactions. The SEC clarifies the scope of federal securities law through formal interpretive guidance, while the U.S. Commodity Futures Trading Commission (CFTC) has issued supporting guidance indicating that it will apply the Commodity Exchange Act in accordance with the SEC’s interpretation, noting that some non-security crypto assets may qualify as commodities.

Key message of the document: Many crypto assets themselves are not necessarily securities, but in certain issuance, sale, or subsequent trading scenarios, they may still fall under securities regulation due to involvement with “investment contracts.”

SEC: Focus is not on token names but on whether they constitute an “investment contract”
According to the summary on the first page, the SEC does not simply declare whether “cryptocurrencies are securities,” but emphasizes analyzing whether specific crypto assets and related transactions meet the criteria of securities transactions based on existing federal securities law, especially the Howey test. The document explicitly states that the CFTC will provide guidance aligned with this interpretation, indicating an effort by both regulators to establish a common language rather than conflicting approaches.

In the introduction, the SEC also admits that over the past decade, there has been long-standing disagreement over crypto asset regulation, with some critics accusing the SEC of “enforcement instead of rulemaking.” The release of this formal interpretive guidance is, to some extent, a response to market demands for clearer rules.

Establishing a classification framework: Digital commodities, collectibles, tools, stablecoins, and digital securities
One of the significant breakthroughs in this document is the proposal of a more comprehensive token classification framework. Based on the table of contents and the CFTC press release, the SEC categorizes crypto assets into digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. The CFTC also states that certain “non-security crypto assets” may still qualify as commodities under the Commodity Exchange Act.
This indicates a shift in U.S. regulatory approach from a previously vague, enforcement-oriented stance to a more structured classification system: first, identify the asset’s inherent nature, then determine whether the transaction arrangement involves an investment contract under securities law.

The concept of “non-security crypto assets” becomes central
The SEC explicitly introduces the concept of “non-security crypto assets” and explains that even if a crypto asset was initially issued or sold in a manner linked to an investment contract, it does not necessarily mean the asset will always be bound by the same investment contract. The document states that when buyers no longer reasonably expect the issuer to continue providing key managerial efforts, the crypto asset may become separated from the issuer’s promises or representations and thus no longer be subject to federal securities law.
The SEC further clarifies that this separation can occur immediately after token delivery or at a future point—such as when the issuer has completed core development, functionality, or open-source goals, and investors no longer primarily rely on the issuer’s managerial efforts for profit expectations. This has significant implications for the legal status of secondary market trading and certain mature tokens.

Clear explanations of protocol mining, staking, wrapping, and airdrops
Another major focus of the document is providing more specific classifications for common market activities. The table of contents shows that the SEC dedicates sections to protocol mining, protocol staking, wrapping, and airdrops.
Regarding protocol mining, the SEC explicitly states that, under the described methods and circumstances, such activities do not constitute the issuance or sale of securities, and participants are not required to register under securities laws.
The CFTC’s accompanying press release summarizes that this interpretive guidance also clarifies how federal securities laws apply to airdrops, protocol mining, protocol staking, and non-security crypto asset wrapping arrangements. This helps market participants better understand whether an asset itself is a security and clarifies which on-chain activities fall under SEC or CFTC jurisdiction.

CFTC’s follow-up statements highlight increased coordination between the two agencies
In a statement issued on March 17, the CFTC said that this joint effort is an important step toward providing greater clarity on crypto assets and can serve as a transitional bridge for Congress to advance market structure legislation.
CFTC Chairman Michael Selig stated that the market has long awaited clearer guidance on the status of crypto assets, and this joint action reflects a desire by both agencies to establish more coordinated and operational regulatory rules.
SEC Chairman Paul S. Atkins noted that the guidance also recognizes a reality that previous administrations were reluctant to acknowledge: “Most crypto assets themselves are not securities.”
These statements demonstrate that the SEC and CFTC are not only aligning their legal interpretations on a technical level but are also signaling a clearer policy direction: the U.S. regulators aim to move the crypto market from long-term uncertainty toward more defined boundaries and responsibilities.

The joint guidance from the SEC and CFTC emphasizes that the most important aspect is not just the phrase “most digital assets are not securities,” but the establishment of a more predictable analytical framework: first, identify the type of crypto asset; second, determine whether it involves an investment contract; and finally, assess whether related activities constitute securities transactions or commodities trading.