SEC and CFTC Joint Guidance Opens Floodgates for Institutional Crypto Access

The US Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) have released joint guidance that clarifies when crypto tokens cease to be securities. This new framework is expected to expand institutional participation in the market while forcing projects to reassess how they structure token offerings.

According to industry experts, the interpretation sets out how digital assets may fall in and out of securities classification depending on the presence of ongoing managerial promises. Crucially, regulators have clarified that such a classification is not permanent.

Mari Tomunen, general counsel at DoubleZero, said the framework introduces a fundamental shift in how legal analysis is applied to digital assets. 'This is the clarity the industry has been waiting for,' she noted.

The guidance establishes that a crypto asset is not inherently a security, but may be tied to an 'investment contract' depending on how it is marketed and the expectations set by issuers. The test is dynamic, meaning the investment contract can fall away as promised milestones are met, or re-emerge if new promises are introduced in connection with new sales of an existing token.

Avery Ching, co-founder and CEO of Aptos Labs, said the joint guidance resolves a critical question around secondary market activity. 'For assets like APT that are explicitly named as digital commodities, that question is now answered, and the downstream effect on what banks, asset managers, and exchanges can offer their clients will be significant and immediate.'

The ability to treat certain tokens as commodities rather than securities is expected to reduce compliance barriers, potentially accelerating the rollout of crypto products across traditional financial platforms.