The seal of the U.S. Securities and Exchange Commission at agency headquarters in Washington on May 12, 2021. Andrew Kelly/Reuters
The Securities and Exchange Commission (SEC) on Tuesday proposed a set of rules called Regulation Crypto Assets that aims to let cryptocurrency companies raise capital without facing the traditional registration requirements of a stock offering.
It builds directly on the agency’s
of how federal securities laws cover those assets. Officials said the new framework is meant to cut longstanding barriers that have pushed some innovators offshore. Investor protections stay in place, according to the SEC press release.
“As we continue the Commission’s efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws,” SEC Chairman Paul S. Atkins said in the statement.
“In line with the Commission’s earlier interpretative guidance, this proposal would also allow for a safe harbor once an issuer has completed or permanently ceased all essential managerial efforts that it represented or promised it would take under an investment contract.
“Congress designed our securities laws to amplify—within specific guardrails—opportunities for entrepreneurs to innovate and build new products. Advancing this regulatory framework is a key element in our strategy to advance the rule books for the modern era and another step by the Commission to onshore innovation in crypto asset markets for generations to come.”
Two exemptions from Securities Act registration requirements sit at the center of the proposal. The first is a one-time break allowing offerings of up to $5 million across a four-year span. The other permits up to $75 million in any 12-month period.
The March guidance had already classified most crypto assets as non-securities. It grouped them into digital commodities, collectibles, tools, stablecoins, and digital securities. Only the last category automatically triggers securities law. A non-security token can still fall under those laws if sold as part of an investment contract, but that link can end when managerial efforts stop and the token becomes a free-trading digital asset.
Public comments will stay open for 60 days after the proposing release appears in the Federal Register.
The Crypto Task Force, launched under Acting Chairman Mark Uyeda and led by Commissioner Hester Peirce, has pushed for
and practical registration paths since early 2025. Atkins, a former SEC commissioner nominated by President Trump, has
for rules that let legitimate innovation stay onshore rather than force it abroad.
The proposal keeps antifraud and antimanipulation provisions fully in force. It does not rewrite the underlying definition of a security, instead establishing tailored exemptions and a way for certain tokens to step out of investment-contract status once the promised work is done.
