SEC and CFTC Issue Joint Interpretation Clarifying Federal Law on Crypto Assets, USA, March 2026

On March 17, 2026, the Securities and Exchange Commission and the Commodity Futures Trading Commission jointly issued a formal interpretation clarifying how federal securities and commodity laws apply to crypto assets. The action is final and effective as of the date of publication and will be published in the Federal Register. The interpretation does not constitute rulemaking but carries binding guidance weight as both agencies commit to administering their respective statutes consistently with its terms.

The controlling authority is the Commodity Exchange Act (CEA) and the Securities Exchange Act of 1934. The interpretation addresses the definition of "security" under the securities laws as applied to crypto assets. It establishes a taxonomy distinguishing digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. The interpretation explains how a crypto asset that is not itself a security may become — and subsequently cease to be — subject to an investment contract. It covers specific token-distribution events: airdrops, protocol mining, protocol staking, and the wrapping of a non-security crypto asset. The CFTC confirms that non-security crypto assets satisfying the CEA's commodity definition will be treated as commodities under CFTC jurisdiction.

Crypto asset issuers, exchanges, broker-dealers, investment advisers, DeFi protocol operators, and market infrastructure providers must reassess their token classifications against the new taxonomy. Issuers whose tokens fall outside the "digital security" category gain materially clearer standing to operate without SEC registration, provided they comply with applicable CFTC rules. Firms that straddle both agencies' jurisdiction — such as platforms trading both commodities and securities — must map each product to the correct regulatory regime. The interpretation explicitly states it serves as a bridge while Congress advances bipartisan market structure legislation.

Several categories remain open. The interpretation does not address every possible token type or hybrid instrument. Market participants deploying novel structures — such as governance tokens with economic rights, or wrapped assets that cross commodity-security lines — should seek specific legal analysis. The Federal Register publication date will fix any comment or compliance deadlines. Congress continues to work on comprehensive market structure legislation, which will supersede or expand on this guidance once enacted.

Our firm advises on digital asset regulatory compliance across SEC and CFTC jurisdictions and maintains a dedicated partner network for crypto-regulatory matters in the United States and internationally. We are available to assist issuers, exchanges, and market infrastructure operators assess their token taxonomy, registration obligations, and compliance posture. Our work covers crypto asset classification, exchange registration and licensing, CFTC commodity jurisdiction, DeFi regulatory strategy, and SEC securities law analysis.

Source: CFTC Press Release No. 9198-26, "CFTC Joins SEC to Clarify the Application of Federal Securities Laws to Crypto Assets," March 17, 2026, https://www.cftc.gov/PressRoom/PressReleases/9198-26

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