The Division of Corporation Finance of the United States Securities and Exchange Commission published Frequently Asked Questions on the Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets on 25 September 2026. The publication is staff guidance issued by a Commission division. It did not pass through notice and comment, and it carries the Division's caveat that the answers are not a rule, regulation or statement of the Securities and Exchange Commission.
The answers fall into two groups. The first, at Section III, deals with the classification of crypto assets: how an issuer's own statements about functionality and decentralisation relate to the definitions the Commission uses, how staking receipt tokens are classified, and what separates a receipt from other financial instruments. The second, at Section IV, applies investment contract analysis, covering promotional communications as representations of essential managerial efforts, assumption of an issuer's obligations by another party, development activity after a network becomes functional, buyback programmes and yield, and the standing of trading platforms as promoters. The staff reads these answers against the Commission's earlier interpretive release, under which a crypto asset may sit in the securities, digital commodity or digital tool categories according to its functional status and the representations its issuer has made.
Token issuers that have described a network as functional or decentralised now have staff positions against which those descriptions will be read. Operators of staking services and issuers of staking receipt tokens have an answer directed at that instrument type. Exchanges and other trading venues are addressed on their own account, because one answer treats a platform as a possible promoter rather than a neutral venue. Issuers running buyback programmes or paying yield are told which features of those arrangements the staff ties to an expectation of profit.
The answers bind no one. Staff guidance does not displace the statutory definitions, it does not bind the Commission or a court, and no compliance date attaches to it. A firm acting on an answer is acting on the Division's current reading of existing law, which the Division states in its own words: the answers "are not a rule, regulation or statement of the Securities and Exchange Commission".
Licentium advises token issuers, exchanges, custodians and staking service operators on the reach of United States securities law over their products and their public statements. Work we undertake includes token classification analysis, review of marketing and disclosure wording against investment contract criteria, structuring of staking and yield arrangements, and preparation for engagement with the Division of Corporation Finance.