Author: KarenZ, Foresight News

On March 18, 2026, Beijing time, the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) jointly released a landmark explanatory guideline. This 68-page document announces the end of over a decade of "compliance chaos."

In the past, cryptocurrency developers feared the SEC's "sudden enforcement," as the Howey test loomed like the sword of Damocles, putting almost all tokens at risk of being defined as "securities."

This test determines whether a transaction constitutes an "investment contract," which is to say a security, with three criteria: someone invested money, the investment is in a common enterprise, and the expectation of profits arises from the efforts of others. Theoretically, this standard is clear, but trouble arises when applied to crypto assets: Is Bitcoin considered a security? Does mining count as issuing securities? How is an airdrop classified? Different courts have different interpretations, and the SEC's own enforcement stance has been inconsistent.

However, after the establishment of the SEC's Crypto Task Force in 2025 and the launch of the Project Crypto initiative, regulators have finally provided clear classifications.

Classification of Crypto Assets: Who is a Security, Who is Not?

The SEC categorizes crypto assets into five distinct categories based on their characteristics, uses, and functions, and defines their legal attributes:

1. Digital Commodities: Non-Securities

Their value derives from the programmed operation of functional cryptographic systems and supply-demand relationships, rather than profit expectations from others' core managerial efforts.

The guideline lists some representative tokens: APT, AVAX, BTC, BCH, ADA, LINK, DOGE, ETH, HBAR, LTC, DOT, SHIB, SOL, Stellar, Tezos, XRP.

2. Digital Collectibles: Mostly Non-Securities

Digital collectibles are a type of crypto asset designed for collection or use, representing or conferring rights related to artwork, music, videos, trading cards, in-game items, or digital content associated with memes, characters, current events, trends, etc.

The core logic is that they lack intrinsic economic attributes or associated rights, such as generating passive income, granting holders rights to future revenue, profits, or assets of enterprises or other entities, obligors, or debtors. Moreover, the existence of creator royalties does not alter their non-security status.

Representative digital collectibles include CryptoPunks, Chromie Squiggles, fan tokens, WIF (meme tokens), and VCOIN. VCOIN is the official digital currency of the 3D avatar social metaverse platform IMVU, which can be purchased, earned, and traded within the IMVU platform.

The document specifically mentions that "Meme Coins" also fall into this category. Memes typically arise from internet culture; their value is determined by supply and demand rather than others' managerial efforts, mainly for artistic, entertainment, social, or cultural purposes. The original text mentions that Meme Coins may evolve into "Digital Commodities" as long as they have actual utility within a functional crypto system.

Another exception is if a digital collectible is sold in a fractionalized manner, giving people ownership of a small part of a single collectible, which could involve an investment contract and require securities regulation.

3. Digital Tools—Non-Securities

Digital tools refer to crypto assets with practical functions, such as memberships, tickets, certificates, identity identifiers, etc., which are usually non-transferable or presented in a soul-bound form.

Representative digital tools include Ethereum Name Service (ENS), CoinDesk's "Microcosms’ NFT Consensus Ticket" conference tickets, whose value arises from utility rather than investment returns.

4. Stablecoins: Dependent on Circumstances

The "licensed payment-type stablecoins" defined in the GENIUS Act do not constitute securities. These stablecoins are issued by compliant issuers for payment or settlement and are prohibited from paying interest to holders.

Whether other types of stablecoins qualify as securities must be judged based on specific facts.

5. Digital Securities: Securities

Digital securities, commonly referred to as "tokenized securities," are traditional financial instruments (stocks, bonds, etc.) presented in the form of crypto assets, with ownership records fully or partially maintained on-chain. These assets, regardless of format, are still subject to securities law jurisdiction.

The guideline further categorizes tokenized securities into two groups: one led by the securities issuer itself (or its agents) and the other led by third parties unrelated to the issuer. The document specifically notes that due to the various methods of tokenization, the rights of on-chain token holders may differ substantively from the rights of holders of the underlying original securities, including differences in economic rights and voting rights. This serves as a clear warning to investors from regulators.

How Do Non-Securities Relate to Securities Law?

After classification, the document addresses a long-debated industry question: If a token itself is not a security, can it still be governed by securities law?

The answer is: possibly, but it may also be exempt.

The core logic is the concept of "investment contract." The document explains that if a non-security crypto asset's issuer, at the time of sale or before, leads buyers to expect profits from the issuer's "key managerial efforts" through promises or representations, it constitutes an investment contract that requires registration under securities law or use of exemption clauses.

What constitutes "key managerial efforts"? The document elaborates at length on what type of promises or representations can form the basis for reasonable profit expectations. The core logic is that the expectation must be shaped by the issuer's representations; it cannot arise out of thin air and must involve "management actions that substantially affect the success or failure of the project," rather than routine administrative or auxiliary work. For example, if developers state, "We will build this chain, implement these functions, and achieve milestones on schedule," this is a commitment to key managerial efforts. The more specific and clearer the promise, the more likely it is to form reasonable expectations.

It is worth noting that commitments made by the issuer after the sale is completed will not retroactively change prior sales into investment contracts.

Once a non-security crypto asset gets entangled in an investment contract in the primary market, this investment contract will transfer to subsequent buyers as the tokens circulate in the secondary market, provided the subsequent buyers still have reason to believe that the issuer's promises are associated with that asset. Once this premise disappears, the investment contract is naturally dissolved.

Under what circumstances would this binding be lifted? The document provides two pathways:

First, if the issuer fulfills their commitment. If the issuer publicly discloses that it has completed its promised key managerial efforts, buyers will no longer have reasonable profit expectations, and the investment contract terminates. This means that once a project has been completed and fully decentralized, the subsequent circulation of tokens will no longer be regarded as securities transactions.

Second, if the issuer explicitly abandons previous commitments. If the issuer publicly announces that it will no longer fulfill its managerial efforts (for instance, declaring abandonment of the development of a particular chain), and this declaration is widely circulated and clearly articulated, then reasonable buyers will no longer expect those commitments to be fulfilled, resulting in the termination of the investment contract as well.

However, the document makes it clear: even if the investment contract is terminated, the issuer may still face liabilities under securities law for violations that occurred during the contract's existence (including unregistered issuance, false statements, etc.).

How to Evaluate Mining, Staking, and Airdrops?

The guideline specifically provides interpretations for mining, staking, and airdrop activities, uniformly determining that they do not constitute securities issuance:

1. Protocol Mining: The act of mining to earn rewards in PoW networks does not involve securities issuance.

Whether it's self-mining, solo mining, or joining a mining pool, miners provide computing power, validate transactions, and receive protocol rewards, which are administrative or auxiliary activities that do not rely on others' key managerial efforts for profit, hence do not involve securities issuance.

2. Protocol Staking: Under the conditions described in this document, solo staking, self-custodial delegated staking, custodial staking, and liquid staking do not constitute securities issuance. Staking participants maintain PoS network security by locking digital commodities, with their returns stemming from the protocol's programmed distribution; the activities of service providers only provide administrative support and do not constitute key managerial efforts.

Regarding restrictions on the use of assets involved in custodial staking, the original text lists three stringent constraints: the staked assets must not be used for the custodian's own operations or general business purposes; they must not be lent, staked, or re-staked for any reason; and must be held in a manner that does not expose them to third-party claims. Therefore, custodians must not use these assets for leverage, trading, speculation, or any independent decision-making activities.

Staking Receipt Tokens issued in liquid staking, if corresponding to non-security crypto assets not bound by investment contracts, also do not constitute securities. However, if the underlying asset is a digital security or a non-security asset already integrated into an investment contract, the staking receipt should constitute a security.

3. Asset Wrapping: Wrapping an asset into a token compatible with another chain, provided it is one-to-one redeemable and the provider does not offer any additional returns, does not trigger securities law, as long as the underlying asset is a non-security.

However, the deposited original asset is "locked," and during the wrapping period, it cannot be transferred, lent, staked, re-staked, or used for any other purposes.

4. Airdrops: If the issuer distributes non-security crypto assets to recipients free of charge, and the recipients do not provide payment, goods, services, or other consideration, it does not meet the "investment of money" requirement of the Howey test and does not constitute a securities issuance.

The logic of distinction as outlined in the original text is as follows:

- Situations that do not constitute investment contracts: The issuer directly conducts airdrops to eligible addresses, recipients are unaware in advance, are not required to complete any tasks, and do not need to provide any consideration. Previous users' naturally occurring actions (like having used a testnet) can serve as qualifiers, but the condition is that such actions must have occurred before the announcement of the airdrop, and the users were not intentionally doing so to obtain the airdrop.

- Situations that may pose a risk of constituting an investment contract: The issuer announces an airdrop plan and requires recipients to complete specific tasks (including following, forwarding, writing, recommending, etc.) after the announcement to obtain assets. At this point, recipients are actively exchanging labor for assets, and a consideration relationship is clearly established.

The Significance and Boundaries of This Document

The guideline concludes by emphasizing that the SEC and CFTC will take joint action. The CFTC has made it clear that it will enforce the Commodity Exchange Act in accordance with this interpretation and determine that certain non-security crypto assets can constitute commodities in the legal sense.

It is important to clarify that this guideline does not replace the Howey test, but rather explicitly states how the SEC will apply this test in the realm of crypto assets; simultaneously, this guideline will replace the 2019 analytical framework on digital asset investment contracts released by SEC staff, becoming a new regulatory reference.

Its limitations are also evident. The document is explanatory and not formal legislation, and it cannot protect issuers from private litigation. Additionally, it is based on the SEC's understanding of current market conditions, clearly stating that adjustments may be made based on feedback. More core legislative work on crypto asset regulation is still advancing in the U.S. Congress.

But undoubtedly, this document provides a clearer roadmap for industry development. How new tokens can avoid being deemed as securities from the design source and how existing crypto projects can complete compliance transitions are complex issues that remain for regulators and the industry to explore further.

With clear rules, those attempting to exploit the "gray areas" for profit will find it increasingly hard to evade detection. For true developers and long-term investors, 2026 may well be the true starting point of the compliant navigation era.

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