The U.S. Securities and Exchange Commission is moving ahead with a crypto rulebook while Congress remains stalled on broader market-structure legislation.
The agency on Tuesday proposed “Regulation Crypto Assets,” a framework designed to give token issuers clearer paths to raise capital under federal securities laws while defining when crypto assets may no longer be treated as investment contracts.
The proposal would create two exemptions from Securities Act registration requirements. One would allow a one-time offering of up to $5 million during four years, while the second would permit offerings of up to $75 million in every 12 months. Issuers using the larger exemption would face financial-statement and ongoing reporting requirements.
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A separate conditional safe harbor would allow a crypto asset to fall outside the definition of an investment contract once an issuer has completed or ceased the managerial efforts it promised to investors. The rules would also preempt certain state registration requirements for qualifying offerings and secondary-market transactions.
SEC Chairman Paul S. Atkins said the framework is intended to give crypto entrepreneurs “clear pathways to raise capital under the federal securities laws”. At the same time, Congress works toward a lasting structure.
The proposal arrived days after the Senate failed to advance the Digital Asset Market Clarity Act before lawmakers left for the August recess. Senate Majority Leader John Thune has filed cloture on a motion to take up the bill when lawmakers return in mid-September.
The SEC rules do not replace the CLARITY Act, which is intended to define the respective roles of the SEC and Commodity Futures Trading Commission across digital-asset markets. Atkins has argued that legislation is still needed to make any regulatory framework durable beyond the current Commission.
Public comments on Regulation Crypto Assets will remain open for 60 days after publication in the Federal Register.
For crypto companies, the near-term path to U.S. capital formation may now run through the SEC while Congress continues debating the market framework.
