SEC and CFTC Issue Joint Crypto Asset Interpretation in March 2026

On March 17, 2026, the Securities and Exchange Commission and the Commodity Futures Trading Commission jointly issued an interpretive release clarifying how federal securities and commodity laws apply to crypto assets. The interpretation is final agency guidance effective upon publication in the Federal Register and establishes a coherent token taxonomy that resolves over a decade of regulatory ambiguity for market participants in the United States.

The interpretation rests on the SEC's authority under the Securities Exchange Act of 1934 and the Securities Act of 1933, read together with the Commodity Exchange Act, 7 U.S.C. § 1 et seq. The release establishes four categories of crypto assets that the SEC does not treat as securities: digital commodities, digital collectibles, digital tools, and payment stablecoins qualifying under the GENIUS Act. The sole remaining category subject to SEC jurisdiction is digital securities — that is, traditional securities tokenized on a blockchain. The CFTC concurrently confirmed that non-security crypto assets meeting the statutory definition under CEA § 1a(9) may qualify as commodities subject to CFTC jurisdiction. The release also clarifies when an investment contract involving a crypto asset begins and, critically, when it ends — thereby releasing the underlying asset from securities-law coverage once all essential managerial obligations have been discharged.

Issuers, developers, exchanges, broker-dealers, and institutional investors must review their token classifications against the new taxonomy. Tokens previously marketed as investment contracts may no longer require SEC registration once the issuer's essential managerial efforts are complete. Digital commodity platforms must now assess whether their products fall under CFTC jurisdiction rather than SEC oversight. Broker-dealers handling tokenized traditional securities remain subject to full securities-law compliance. Airdrops, protocol mining, protocol staking, and wrapping of non-security crypto assets receive specific guidance on whether those activities trigger securities-law treatment.

The interpretation does not constitute a formal rulemaking under the Administrative Procedure Act, 5 U.S.C. § 553, and therefore does not carry the force of law in the same manner as a codified regulation. Congress is advancing bipartisan market structure legislation — specifically referencing the CLARITY Act — that both agencies have indicated they will implement swiftly upon enactment. The current interpretation is designed to bridge the gap until that legislation takes effect. The release expressly leaves open questions regarding tokens that do not neatly fit the taxonomy, which market participants should treat as requiring further legal analysis.

Our firm advises crypto asset issuers, trading platforms, and institutional investors on securities and commodity law compliance in the United States. We maintain a dedicated partner network covering digital asset registration, exchange compliance, token classification, investment contract analysis, and commodity derivatives regulation, and we welcome inquiries from clients navigating this evolving area.

Source: CFTC Release No. 9198-26, "CFTC Joins SEC to Clarify the Application of Federal Securities Laws to Crypto Assets," April [sic: March] 17, 2026, https://www.cftc.gov/PressRoom/PressReleases/9198-26; SEC Press Release 2026-30, "SEC Clarifies the Application of Federal Securities Laws to Crypto Assets," March 17, 2026, https://www.sec.gov/newsroom/press-releases (confirmed April 23, 2026).

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