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SEC
2026-09-26 03:52:06

SEC staff FAQ lays out how it views crypto assets, investment contracts, and functional networks

The U.S. Securities and Exchange Commission’s Division of Corporation Finance has published a new FAQ on how federal securities laws may apply to certain crypto assets and related transactions. The document is not a formal SEC rule or statement and does not carry legal force, but it offers a clearer picture of how the agency is thinking about the line between a non-security crypto asset and an investment contract. The FAQ addresses nine issues that have been central to the industry’s long-running debate with regulators. They include how to think about “functional” and “decentralized” networks, how staking receipt tokens and redeemable wrapped tokens may be classified, when marketing statements could amount to promises of managerial efforts under the Howey framework, whether obligations assumed by a third party keep an asset tied to an investment contract, what kinds of post-launch maintenance and network-growth activity do not count as key managerial efforts, whether a new investment contract can arise in a system without a controlling actor, how token buybacks should be viewed, and when a secondary trading platform may be treated as a promoter. A central theme runs through the entire release: once a crypto system is functional and no single party can centrally control or materially influence its operation or success, ongoing security, maintenance, upgrades, and network-effect efforts may fall outside the kind of managerial activity that matters under Howey.

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