The US Securities and Exchange Commission has proposed a dedicated rulebook for raising capital in tokens. The new rules, dubbed “Regulation Crypto Assets,” establish a customised framework for issuing digital assets that qualify as investment contracts. They build on the interpretation the Commission issued in March 2026 on how the federal securities laws apply to crypto, and are the clearest sign yet that Washington intends to regulate token fundraising through written rules rather than case-by-case enforcement.
Two exemptions to raise money without full registration
The heart of the proposal is a pair of exemptions from the registration requirements of the Securities Act of 1933, sized for different stages of a project:
- A one-time exemption permitting projects to raise up to $5 million over four years, provided they supply backers with plain-English explanations of the offering.
- A larger, two-tiered exemption that would allow offerings of up to $20 million or $75 million in each 12-month period. Issuers using it would have to provide financial statements and would face ongoing reporting obligations.
In both cases, the disclosure is narrative and principles-based rather than the full registration statement a traditional securities offering demands. The design mirrors the tiered, disclosure-led approach already familiar from exempt offerings elsewhere in the securities laws, adapted here for tokens.
When a token would stop being a security
The SEC’s framework also proposes a conditional safe harbour that would exempt qualifying tokens from being classified under the “investment contract” prong of the security definitions in the 1933 and 1934 Acts. Under these criteria, the crypto asset would officially be deemed no longer subject to an investment contract under federal securities law.
As Chairman Paul S. Atkins put it, the safe harbour is available “once an issuer has completed or permanently ceased all essential managerial efforts that it represented or promised it would take under an investment contract.”
State law preemption and secondary trading
Crucially for anyone building or listing tokens across state lines, the framework would override state-level blue sky laws, eliminating the need for state-by-state registration for primary offerings and specific secondary trades conducted under the new exemptions. That would remove a layer of overlapping, state-by-state compliance that has long complicated US token distribution, while keeping offerings within a federal framework.
What it means and what happens next
For firms that have navigated the SEC mainly through enforcement, the proposal invites them to operate within defined rules instead. The practical work starts now: mapping existing and planned tokens and activities against the two exemption tiers, the disclosure obligations, and the safe harbour conditions, and deciding where each product would fall. The Commission frames the package as a way to reduce incentives for issuers to move offshore and to widen US investment opportunities while preserving investor protections.
Nothing is final. The proposal, set out in full in the SEC’s proposing release (33-11434), enters a 60-day public comment period once it is published in the Federal Register.
