SEC staff answer nine questions on crypto assets

The SEC's Division of Corporation Finance has issued nine frequently asked questions on how the federal securities laws apply to certain crypto assets and transactions. They build on the interpretive release the Commission issued on 17 March 2026 and, like all staff guidance, carry no legal force: they are the staff's views, neither approved nor disapproved by the Commission.

Classification

Three answers concern how assets are classified. The release's definitions of 'functional' and 'decentralized' govern how the Commission classifies crypto assets, but not whether an issuer kept its promises; each issuer sets its own thresholds for that. A Staking Receipt Token for a digital commodity that is not subject to an investment contract is a digital tool, and it may be classified as a digital commodity when a protocol-based Liquid Staking Provider issues it. A receipt, the staff add, certifies a deposit without transferring ownership or control, so the issuer cannot lend, pledge or rehypothecate the asset.

Six answers concern investment contracts. Five of them narrow when an issuer, or someone acting for it, is treated as promising essential managerial efforts:

• promoting a system's current utility likely is not such a promise, nor are indefinite aspirational statements with nothing about profit;
• once a system is functional, services to secure, maintain or improve it, or to build network effects, are not managerial efforts;
• where a functional system has no central party, the issuer's statements likely cannot create a new investment contract;
• a buyback announced for a functional system is not a promise, though for a non-functional one it could be if presented as yield;
• a trading platform counts as a promoter only if it meets the definition in Securities Act Rule 405.

One answer points the other way. An asset does not separate from its investment contract when another party takes over the issuer's promises, whether affirmatively or by operation of law.