SEC draws the first formal line on which crypto assets are securities

The U.S. Securities and Exchange Commission (SEC) has issued new interpretive guidance clarifying how it views different categories of digital assets, while signaling that a broader safe harbor framework for crypto fundraising may soon follow.

Announced Tuesday, the SEC’s interpretation—issued jointly with the U.S. Commodity Futures Trading Commission (CFTC)—groups crypto tokens into five categories: digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. Under the framework, only digital securities would fall under federal securities laws.

The move marks one of the clearest attempts yet by U.S. regulators to distinguish between token types and define when securities rules apply in the digital asset market.

Five token categories and when securities laws apply

According to the SEC, the new framework classifies crypto assets as:

• Digital commodities

• Digital collectibles

• Digital tools

• Stablecoins

• Digital securities

The agency said federal securities laws apply only to digital securities, reinforcing SEC Chair Paul Atkins’ previously stated view that most cryptocurrencies do not automatically qualify as securities.

However, the SEC also clarified that a token initially considered a non-security digital asset could still become subject to securities laws if it is offered or promoted in a way that creates an expectation of profit tied to a common enterprise. In that case, the offering itself may be treated as an investment contract, even if the underlying asset is not inherently a security.

This distinction is significant for token issuers, as it suggests that classification may depend not only on the asset’s features but also on how it is marketed and sold.

Atkins pushes for tailored fundraising exemptions

In remarks delivered Tuesday at an event hosted by The Digital Chamber in Washington, D.C., SEC Chair Paul Atkins said the agency should move beyond identifying regulatory gaps and begin implementing practical solutions for crypto companies.

“It’s way past time for us to stop diagnosing the problem and start delivering the solution,” Atkins said.

Atkins outlined a potential safe harbor proposal that could create what he described as “bespoke pathways” for crypto firms to raise capital while preserving investor protections.

The proposal under consideration would include a fit-for-purpose startup exemption, allowing blockchain and crypto entrepreneurs to either:

• raise a capped amount of capital, or

• operate for a limited period,

without immediately having to comply with the full scope of SEC registration and disclosure requirements.

Atkins said the SEC is expected to release a formal safe harbor proposal for public comment in the coming weeks.

He added that the agency’s planned innovation exemption—previously described as a mechanism to allow new business models to operate outside certain securities law constraints—will likely be incorporated into the upcoming framework.

Why it matters for the crypto industry

The guidance and proposed safe harbor come as the SEC under Atkins pursues a broader shift toward adapting capital markets regulation for blockchain-based finance and tokenized assets.

For years, crypto companies have argued that existing U.S. securities rules were not designed for decentralized networks or token-based fundraising, and have pushed Congress and regulators to create clearer distinctions between:

• Securities

• Commodities

• Stablecoins

• Other functional digital assets

The SEC’s new categorization does not itself create new law, but it may offer the industry a more predictable lens for structuring token issuance, product design, and compliance strategies.

If followed by a formal safe harbor regime, the shift could also reduce legal uncertainty for early-stage blockchain projects seeking to launch tokens or test new network models without immediate enforcement risk.

Regulatory shift, but questions remain

While the SEC’s interpretation offers more clarity, several practical questions remain unresolved—particularly around how the agency will assess promotional language, token distribution models, and secondary market activity.

The upcoming safe harbor proposal may become a key test of whether the SEC can translate its more crypto-friendly posture into a workable framework that balances innovation with investor protection.

For now, the agency has drawn a sharper line: not all tokens are securities, but the way they are offered can still trigger securities law obligations.