SEC Staff FAQs Set Out Views on Crypto Asset Security Status
SEC staff FAQs applying the March 2026 Interpretive Release give issuers and platforms staff views on staking receipt tokens, marketing, buybacks and listings — but carry no legal force.
On September 25, 2026, the SEC's Division of Corporation Finance staff issued FAQs applying the federal securities laws to crypto assets, following the Commission's March 17, 2026 Interpretive Release (Release No. 33-11412). The FAQs have no force of law, so the baseline is unchanged, but they signal likely staff approaches — relevant for issuers, protocols, and platforms facing enforcement risk.
Staff explain how the Interpretive Release's "functional" and "decentralized" definitions drive classification, and when a nonsecurity asset may separate from the investment contract through which it was sold, with the issuer's own prior representations central. A receipt token backed by a nonsecurity digital commodity may be a digital tool rather than a security where depositors retain rights and benefits and the issuer does not take ownership, pledge, or rehypothecate. Marketing existing utility, ongoing development of a functional system, buyback announcements on functional systems, and mere listing on a trading platform are each unlikely alone to create new investment-contract exposure, though buybacks on a not-yet-functional system may be managerial efforts.
The FAQs landed after the Senate failed to advance the Digital Asset Market Clarity Act on September 15, 2026, leaving the SEC's proposed Regulation Crypto Assets as the main route to tailored exemptions and a safe harbor. Counsel should audit disclosure and marketing language against the framework.