US SEC-CFTC Joint Rule Rewrites Crypto: Why It Matters

On March 17, the US Securities and Exchange Commission and the Commodity Futures Trading Commission jointly issued a 68-page interpretive rule. It establishes a formal taxonomy for crypto assets under federal securities law for the first time. The rule supersedes the SEC staff’s 2019 framework and represents the most comprehensive federal guidance since the 2017 DAO Report.

The bottom line: the US government has finally told the crypto industry which tokens are securities and which are not — before suing anyone.

‘The Wait Is Over’

SEC Chairman Paul Atkins called the rule a turning point after more than a decade of regulatory ambiguity. “This interpretation acknowledges what the former administration refused to recognize — that most crypto assets are not themselves securities,” he said. He added that this is what regulatory agencies are supposed to do: draw clear lines in clear terms.

CFTC Chairman Michael Selig struck a similar tone in his own statement on the joint release. “For far too long, American builders and entrepreneurs have awaited clear guidance,” he said. “With today’s interpretation, the wait is over.”

The rule is the latest product of the pro-crypto policy shift that accelerated after President Donald Trump took office in January 2025. Trump signed an executive order establishing a Presidential Working Group on Digital Asset Markets, which issued a report in July 2025 calling on the SEC and CFTC to provide regulatory clarity using their existing authorities. Chairman Atkins launched “Project Crypto” in response, and in January 2026, it became a joint SEC-CFTC initiative. The interpretive rule released on March 17 is Project Crypto’s first formal output.

A Five-Category Taxonomy

The rule sorts crypto assets into five categories: digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. The first three categories are explicitly deemed non-securities under this interpretation.

The digital commodities category carries the most weight for the industry going forward. The SEC names 16 specific assets as digital commodities, including Bitcoin, Ether, Solana, XRP, Cardano, Avalanche, Polkadot, Chainlink, Dogecoin, and Shiba Inu. Their value derives from the programmatic operation of functional crypto systems and supply-demand dynamics. It does not derive from the essential managerial efforts of others, the SEC concluded.

The CFTC’s accompanying guidance confirms these assets could qualify as commodities under the Commodity Exchange Act. This effectively outlines a jurisdictional split between the two agencies going forward. The CFTC would oversee digital commodity spot markets, while the SEC would retain authority over digital securities.

Meme coins are classified as digital collectibles acquired for artistic, entertainment, social, and cultural purposes. They are thus not securities under this framework. However, the SEC warns that fractionalized collectibles could still qualify as investment contracts.

The ‘Attach and Detach’ Doctrine

The rule’s most novel contribution may be its framework for investment contract status over time. A non-security token becomes subject to an investment contract under specific conditions. The issuer must sell it with explicit promises to undertake essential managerial efforts. Purchasers must reasonably expect to derive profits from those efforts.

The SEC specifies that such promises must reach purchasers before or at the time of sale. They must come through official channels such as whitepapers, regulatory filings, or established communication platforms. Third-party hype or post-sale promises alone do not create an investment contract.

This distinction matters because crypto markets have long been shaped by unofficial signals. Influencer endorsements, anonymous Telegram groups, and vague roadmap teasers have routinely driven token prices — but under this rule, none of that counts as an issuer’s binding promise.

This status is not permanent, however. A token separates from the investment contract once the issuer fulfills its promises or demonstrably abandons the project. After separation, secondary market trading of the token no longer constitutes a securities transaction. This means a token’s regulatory status can evolve over its lifecycle — a concept prior enforcement never accommodated.

Staking, Mining, Wrapping, and Airdrops: All Cleared

The rule provides blanket guidance that protocol mining and protocol staking are not securities transactions. This covers solo staking, custodial staking, and liquid staking when conducted as described in the rule. The SEC characterizes all these activities as administrative or ministerial rather than essential managerial efforts.

In securities law, this distinction is critical. Essential managerial efforts are discretionary business decisions that determine whether an enterprise succeeds or fails, such as a fund manager’s choice of where to deploy investor capital. Administrative or ministerial activities, by contrast, follow pre-set rules with no discretionary judgment involved. The SEC views staking and mining as the latter: participants validate transactions according to protocol rules and earn programmatic rewards, much like a bank teller processing transfers under fixed procedures.

Liquid staking receipt tokens are treated as receipts for the underlying asset and share its status. Wrapped tokens backed one-for-one by non-security assets are likewise not securities under this interpretation. Airdrops distributed without consideration from recipients do not meet the first requirement of the Howey test — an investment of money.

But Not Everyone Gets the Green Light

The SEC does carve out notable exceptions that affect centralized platforms in particular. Custodians who guarantee staking yields fall outside the safe harbor because guaranteed returns imply discretionary business decisions — the very essential managerial efforts that trigger securities status. Similarly, custodians who decide for themselves when, whether, or how much of a depositor’s assets to stake are excluded. The rule also bars custodians from lending, pledging, or rehypothecating deposited assets for any purpose.

These carve-outs read like a checklist of practices that several major centralized exchanges have offered in recent years. Platforms that marketed fixed annual percentage yields on staked assets or used customer deposits for proprietary trading would not qualify for this safe harbor. The message to CeFi operators is clear: pass-through staking is fine, but the moment you add discretion or guarantees, you are back in securities territory.

What Comes Next

The Commission describes this interpretation as its first step toward a clearer regulatory framework. The rule is open for public comment, and the SEC may refine or expand its positions. Formal rulemaking, with greater legal weight than an interpretive rule, remains on the regulatory agenda.

Still, the direction is unmistakable. The era of regulation by enforcement has given way to regulation by framework.