SEC Proposes Regulation Crypto Assets, Two Exemptions

• The SEC proposed Regulation Crypto Assets on Aug. 18, 2026.
• The proposal contains two exemptions for crypto asset offerings.
• A qualifying crypto asset would be deemed not to be subject to an investment contract if certain conditions are satisfied.
• The public comment period will run for 60 days following publication in the Federal Register.
• The proposed rules would preempt state securities law registration and qualification requirements for offers and sales under the Regulation Crypto Assets exemptions and certain secondary market transactions.

SEC Unveils Regulation Crypto Assets

The Securities and Exchange Commission on Aug. 18, 2026, proposed Regulation Crypto Assets. The proposal is described as a comprehensive, tailored securities offering regime intended to support capital formation and innovation while preserving investor protections.

SEC Proposes Regulation Crypto Assets, Two Exemptions

SEC Chairman Paul S. Atkins said the rule is designed to give crypto entrepreneurs and market participants clear pathways to raise capital under federal securities laws.

Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws.

— Paul S. Atkins, SEC Chairman

Two Exemptions and Disclosure Requirements

The proposed rules include two exemptions for crypto asset offerings. Issuers relying on either exemption would be required to provide principles-based narrative disclosures. Issuers relying on the second exemption would also need to provide financial statements and meet ongoing reporting requirements.

Safe Harbor From Investment Contract Status

The proposed rules would create a conditional safe harbor from the term "investment contract" in the definitions of "security" under the Securities Act of 1933 and Securities Exchange Act of 1934. A qualifying crypto asset would be deemed not to be subject to an investment contract if certain conditions are satisfied. The safe harbor follows a March 2026 interpretation on crypto assets issued by the SEC, according to a single report.

The SEC said the proposed rules are intended to bring greater clarity to when crypto assets fall within federal securities laws, reduce incentives for offshore operation and expand investment opportunities for U.S. investors.

The rules would also preempt state securities law registration and qualification requirements for offers and sales under the Regulation Crypto Assets exemptions and certain secondary market transactions.

Public Comment Period

The SEC has opened a public comment period lasting 60 days following publication in the Federal Register.