SEC and CFTC Joint Guidance Redefines Token Classification for Institutional Access

The U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) have released joint guidance on how to classify digital assets, marking a significant shift in regulatory approach.

According to experts, the new framework clarifies when crypto tokens cease to be securities, introducing a dynamic test that could immediately expand institutional participation while forcing projects to reassess how they structure token offerings.

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. Regulators also clarified that such a classification is not permanent and can change over time.

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 said, noting that the interpretation outlines in concrete terms when promises tied to a token create an investment contract and when that relationship can end.