SEC Issues New Crypto Guidance on Securities Laws

The US Securities and Exchange Commission (SEC) has released new guidance on when crypto assets can be considered securities under federal laws. The guidance covers various aspects, including token sales, staking receipt tokens, buybacks, and network upgrades.

The SEC's Division of Corporation Finance issued the guidance on September 25, building on its March 2026 Interpretive Release. According to the update, a crypto asset may be treated as part of an investment contract when buyers invest money with the expectation of profits from the essential managerial efforts of others, based on the Howey test.

The SEC clarified that simply promoting a crypto network's current uses or future features would generally not be enough to create an investment contract. However, if an issuer makes clear promises about future work and links those efforts to potential profits for buyers, it could create a reasonable expectation of profit and trigger securities laws.

The guidance also addresses what happens after a crypto system becomes functional. Once a network is working, activities such as maintaining, securing, or improving it generally would not count as the type of essential managerial work required under the Howey test.