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SEC
2026-10-01 01:47:09

SEC FAQ lays out nine answers on crypto assets, functional networks and investment contracts

The U.S. Securities and Exchange Commission’s Division of Corporation Finance has issued a new FAQ on how federal securities laws apply to certain crypto assets and related transactions, offering a more detailed view of where the agency sees the line between non-security crypto assets and investment contracts. The document does not carry legal force and is not a formal SEC rule or statement, but it addresses several questions that have remained central to the industry. The FAQ covers how to think about functional and decentralized networks, the classification of staking receipt tokens, the meaning of receipts, when marketing statements may amount to promises of essential managerial efforts, and whether post-functionalization maintenance, upgrades, and network-effect activities still matter under the Howey framework. It also addresses whether a new investment contract can arise in a functional system, how buyback programs should be viewed, and when a secondary-market trading platform could be treated as a promoter. A key thread runs through the entire release: once a crypto system is functional and no longer subject to centralized control, certain ongoing activities by issuers or other participants may no longer count as the kind of essential managerial efforts that support an investment contract analysis. The FAQ also cites Regulation Crypto Assets, Release No. 33-11434, dated Aug. 18, 2026, and the Federal Register citation 91 FR 54510, 54525 dated Aug. 21, 2026.

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SEC FAQ lays out nine answers on crypto assets, functional networks and investment contracts
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