Industry experts say new joint guidance from the U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission finally clarifies when crypto tokens cease to be securities, introducing a dynamic framework that could immediately expand institutional participation while forcing projects to reassess how they structure token offerings.
The interpretation, released Tuesday, sets out how digital assets may fall in and out of securities classification depending on the presence of ongoing managerial promises, addressing a long-standing ambiguity that has shaped market behavior in the U.S.
Experts Say Dynamic Test Redefines Token Classification
The guidance establishes that a crypto asset is not inherently a security, but may be tied to an “investment contract” depending on how it is marketed and the expectations set by issuers.
Crucially, regulators also clarified that such a classification is not permanent.
Mari Tomunen, general counsel at DoubleZero, said the framework introduces a fundamental shift in how legal analysis is applied to digital assets.
“This is the clarity the industry has been waiting for,” she said, noting that the interpretation outlines in concrete terms when promises tied to a token create an investment contract and when that relationship can end.
However, she emphasized that the test is not static. “The legal test is dynamic. The investment contract can fall away as promised milestones are met, but it can also re-emerge if new promises are introduced in connection with new sales of an existing token.”
This evolving standard could create operational and legal challenges for token issuers, particularly where previously issued tokens remain interchangeable with newly distributed ones tied to updated commitments.
Institutional Access Set To Expand After Commodity Designations
Beyond legal clarity, market participants say the framework could have immediate commercial implications, particularly for large financial institutions.
Avery Ching, co-founder and CEO of Aptos Labs, said the joint guidance resolves a critical question around secondary market activity.
