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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
SEC
2026-09-30 06:46:43

SEC staff FAQ on crypto draws lines around buybacks, staking receipt tokens and post-launch network work

The U.S. Securities and Exchange Commission’s Division of Corporation Finance released a crypto asset FAQ on Sept. 25 that applies the agency’s March framework to several contested scenarios: token buybacks, staking receipt tokens, post-launch development on functional networks, and whether secondary trading platforms can be treated as promoters. The document says the answers reflect staff views only, not formal SEC rules, regulations, or Commission statements, and that the guidance carries no legal force. Still, the FAQ gives the market a clearer picture of what staff will examine when deciding whether an investment contract relationship still exists. The main dividing line is whether a network is already functional. In that setting, a buyback announcement for a non-security crypto asset does not amount to a promise of essential managerial efforts, according to the staff. If the network is not yet functional and the issuer frames the buyback as a way to generate returns for token holders, the analysis can shift. The FAQ also sets a narrow definition for staking receipt tokens, says maintenance and upgrades on a functional network do not fall on the managerial-efforts side of Howey, and states that secondary-market platforms are not promoters unless they meet the existing Rule 405 definition. The result is a framework that puts unusual weight on timing, facts, and issuer language.

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SEC staff FAQ on crypto draws lines around buybacks, staking receipt tokens and post-launch network work
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