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Speech

Regulation Crypto Assets: A Token Safe Harbor

Paul S. Atkins, Chairman DC Blockchain Summit Washington D.C.

March 17, 2026

Good afternoon, ladies and gentlemen, and thank you, Chairman Selig, for your insightful remarks.

It is a pleasure to join you today to discuss a subject that sits at the center of American innovation, capital formation, and the enduring principles of our securities laws. Before I go any further, let me offer the customary disclaimer that the views I express here are my own as Chairman and not necessarily those of the SEC as an institution or of the other Commissioners.

For over a decade, market participants have operated without clear guidance on a fundamental question: when does a crypto asset implicate the federal securities laws?

Today, I am pleased to announce that the SEC’s persistent failure to provide clarity on this question is over. As we speak, the Commission is implementing a token taxonomy and investment contract interpretation.

Our interpretation—grounded in existing law and informed by extensive public input—establishes four asset categories that are not deemed securities: digital commodities, digital collectibles, digital tools, and payment stablecoins under the GENIUS Act.

With these categories in place, the interpretation then clarifies that only one crypto asset class remains subject to the securities laws: digital securities, namely traditional securities that are tokenized. This distinction returns the Commission to its core mission—and statutory authority—of protecting investors involved in securities transactions.

Of course, even a crypto asset that is not a security may become subject to the Federal securities laws if it is offered and sold as part of an investment contract. Which is why, more importantly, our interpretation addresses how the investment contract ends, freeing the subject crypto asset from the SEC’s statutes. A key tenet of our interpretation is that the project team clearly discloses the representations or promises that they make, so investors understand the bundle of rights they are purchasing.

We clarify that the representations or promises that generate reliance under Howey must be explicit and unambiguous as to the essential managerial efforts that the project team intends to undertake.

While this interpretation provides long-needed clarity, I should like to assure this audience that today’s announcement amounts to a beginning, not an end. In just a few moments, I look forward to discussing how the SEC and CFTC plan to work together to implement this interpretation.

But first, allow me to take some time to preview the broader framework that we are building. Of course, I would also like to recognize someone whose fingerprints are all over what I will describe today—my colleague, Commissioner Hester Peirce.

For years, Commissioner Peirce has been a principled, and sometimes solitary, voice calling for clarity in the crypto asset markets. In fact, the proposal that I will discuss today, my vision for Regulation Crypto Assets, traces its lineage directly to the framework that she first introduced in February 2020 as the Token Safe Harbor. [1]

So, to Commissioner Peirce, thank you for your inspired leadership on these issues. We would not be here today but for your efforts, and I am confident that the Commission will continue to make strides toward your vision in the coming years.

Future-Proofing Against Rogue Regulation

Before proceeding further, let me also emphasize one important point. Only Congress can ensure that regulation in this area is future-proofed through comprehensive market structure legislation.

I strongly support the ongoing bipartisan efforts on Capitol Hill to establish a durable framework for these markets. Regulation Crypto Assets is a framework that would draw heavily from Congressional work over recent years, particularly the CLARITY Act. Any exemptive rulemaking that the Commission considers, as described below, would give us a head start implementing historic bipartisan market structure legislation that will soon reach President Trump’s desk.

A Compliant Path Forward: Regulation Crypto Assets

Now, I suspect that many in this audience are tired of hearing about the perils of uncertainty. Quite frankly, so am I. It is past time for us to stop diagnosing the problem and start delivering the solution.

On that note, I would like to walk you through my thoughts for what a safe harbor proposal could consist of. Such a safe harbor would provide crypto innovators bespoke pathways to raise capital in the U.S., while providing appropriate investor protections.

Startup Exemption

First, I believe that the Commission should consider a fit-for-purpose “startup exemption,” which would be a time-limited registration exemption for offerings of investment contracts involving certain crypto assets.

Such an exemption could last (say up to four years) and provide developers with a regulatory runway during which they could work to reach maturity. Importantly, this exemption could be non-exclusive, meaning that all other exemptions to raise capital under the Federal securities laws could remain available.

The exemption could also allow entrepreneurs to raise up to a defined amount (say $5 million) during the four-year period, with notices to the Commission when relying on the exemption and when exiting.

To avail themselves of this exemption, entrepreneurs could provide certain principles-based disclosures about the investment contract and the underlying crypto asset, similar to what we see in white papers today, which could be made available on a public website.

Fundraising Exemption

Second, what I have in mind is that the Commission could consider a “fundraising exemption,” which could be a new offering exemption for investment contracts involving certain crypto assets. Entrepreneurs could raise up to a defined amount (say $75 million) during any 12-month period while retaining the ability to rely on other exemptions from registration under the Federal securities laws.

Issuers relying on the exemption could file a disclosure document with the Commission that could include (1) the same principles-based disclosure, as in the “startup exemption”; (2) a discussion of the issuer’s financial condition; and (3) the issuer’s financial statements.

Investment Contract Safe Harbor

Third, I would like for the Commission to consider an “investment contract safe harbor” from the definition of “security” for certain crypto assets. This safe harbor could apply once the issuer has completed or otherwise permanently ceased all essential managerial efforts that the issuer represented or promised that it would engage in under the investment contract.

What I have in mind here is a safe harbor that could provide a rule-based standard to give issuers and other market participants greater certainty about when a crypto asset is not subject to the Federal securities laws.

The safe harbor could align with the principles articulated in the Commission’s interpretative release. Of course, the proposal would not require issuers to rely on this framework.

A New Chapter for American Innovation

In the coming weeks, I expect the Commission to consider releasing such a proposed rule for public comment.

I look forward to hearing from investors, developers, academics, and market participants across the ecosystem.

As we look toward the next chapter of our nation’s economic history, it behooves us to remember what has always made America exceptional. It is not merely the size of our markets or the sophistication of our financial institutions, but our willingness to trust individuals with the freedom to innovate. To take risks. To build new systems that expand opportunities for others.

Our securities laws were designed to amplify that energy, not to suppress it. As regulators, we must ensure that our rules remain faithful to the principles that inspired them.

If we succeed, then the next generation of entrepreneurs will not need to ask whether innovation is possible in America.

They will know that it is possible. And they will build the future here.

Thank you very much. I look forward to the work ahead—and to discussing these ideas further in the discussion to follow. Thank you.

[1] http://sec.gov/newsroom/speeches-statements/peirce-remarks-blockress-2020-02-06

Last Reviewed or Updated: March 17, 2026