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) recently released a 68-page formal interpretive document titled “How 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 interpretation, while the U.S. Commodity Futures Trading Commission (CFTC) simultaneously offers supporting guidance, indicating that the CFTC will apply the Commodity Exchange Act in accordance with the SEC’s interpretation and noting that some non-security crypto assets may qualify as commodities.

The core message of the document is: Many crypto assets are not inherently securities, but in certain issuance, sale, or subsequent trading scenarios, they may still fall under securities regulation due to involvement with an “investment contract.”

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 “cryptocurrencies are securities” or not. Instead, it emphasizes analyzing whether specific crypto assets and related transactions constitute securities transactions based on existing federal securities law, especially the Howey Test. The document explicitly states that the CFTC provides corresponding guidance based on this interpretation, demonstrating an effort by both regulators to establish a common language rather than speaking in separate terms.
In the introduction, the SEC 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 comprehensive token classification framework. According to the table of contents and the CFTC press release, the SEC categorizes crypto assets into types such as 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 handling to a more structured classification system: first, determine the inherent nature of the asset, then assess whether the transaction arrangement involves an investment contract under securities law. This analysis is based on the content of the official documents.

The concept of “non-security crypto assets” becomes central
The SEC document specifically introduces the concept of “non-security crypto assets” and explains that even if a crypto asset was initially linked to an investment contract during issuance or sale, it does not 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 statements 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— for example, once 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, the investment contract relationship may end. This has significant implications for the legal status of secondary market trading and certain mature tokens.

Clarification on protocol mining, staking, wrapping, and airdrops
Another major focus of the document is providing more specific definitions for common market activities. The table of contents shows dedicated sections on 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 securities issuance or sale, and participants are not required to register under securities laws.
The CFTC’s accompanying press release summarizes that this interpretation 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 not only whether an asset is a security but also which on-chain activities may fall under SEC or CFTC jurisdiction.

CFTC’s follow-up statement highlights 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 interpretation also recognizes a reality that previous administrations were reluctant to face—that “most crypto assets are not securities.”
These statements indicate that 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 most important aspect of this joint guidance from the SEC and CFTC is not just the statement that “most digital assets are not securities,” but the establishment of a more predictable analytical framework: first, identify the type of crypto asset; then, determine whether it involves an investment contract; finally, assess whether related activities constitute securities transactions or commodities trading.