海角黑料

A deep dive into the 鈥檚 impact on token regulation, decentralization, and how blockchain projects can navigate the shift from securities to digital commodities.

The Clarity Act of 2025 is poised to become one of the most transformative crypto regulatory frameworks ever proposed in the United States. For the first time, Congres has created a formal legal path for blockchain tokens to shed their 鈥渟ecurity鈥� label and emerge as fully tradable digital commodities. This evolution directly challenges the existing framework shaped by and 鈥攖wo cases that have defined token classification for nearly a decade.

This two-part analysis explores how token issuers can benefit from the Act鈥檚 newly codified safe harbors, legal definitions, and exemptions, while aligning with financial oversight structures like those enforced by the and . We also consider what the legislation means for developers, exchanges, and DeFi protocols navigating today鈥檚 fragmented regulatory minefield.

The analysis below is divided into two parts:

Part I focuses on how the Clarity Act will affect token issuance and market access.

Part II provides a detailed, section-by-section explanation of Titles I to IV of the Act. (Title V is omitted as it does not impose substantive legal requirements.)

Part I Token Issuance

The Clarity Act recasts 鈥渢oken issuance鈥� in U.S. law by (i) carving a new statutory asset class鈥攖he investment鈥慶ontract asset鈥攕o that a token sold to raise capital can ultimately trade as a digital commodity rather than a security; (ii) creating an issuer鈥慺riendly safe鈥慼arbor in new 搂4(a)(8) of the Securities Act that lets teams raise up to鈥�$75鈥痬illion over 12鈥痬onths with tailored disclosures; (iii) spelling out when secondary鈥憁arket trades of those tokens fall outside the federal securities laws; (iv) prescribing a 鈥渕ature鈥慴lockchain鈥� certification under new Exchange Act 搂42 that turns on decentralization, governance and ownership thresholds; and (v) shielding 苍辞苍鈥庆辞苍迟谤辞濒濒颈苍驳 developers from money鈥憈ransmitter status while still plugging issuers and intermediaries into Bank鈥慡ecrecy鈥慉ct anti money laundering rules. Together these provisions give token projects a roadmap from genesis block to public trading without relying on decades鈥憃ld doctrines such as Howey.

A new category: 鈥渋nvestment鈥慶ontract asset鈥�

• Section鈥�201 amends the Securities Act to provide that when an 鈥渋nvestment contract鈥� involves a digital asset, the asset itself is treated separately from the contract and called an 鈥渋nvestment鈥慶ontract asset.鈥� If the asset later satisfies Commodity Exchange Act definitions, it is regulated as a digital commodity rather than as a security.

Effects:

• Under 厂贰颁鈥痸.鈥疻.鈥疛.鈥疕辞飞别测, the token sold in a fundraising round has often been deemed a security because the contract meets the Howey test. By disaggregating the asset, Congress allows the token to 鈥渕olt鈥� out of securities status once network鈥憉tility and decentralization milestones are met, reflecting academic and SEC commentary on token morphing.

Safe鈥慼arbor for primary issuances 鈥� new 搂4(a)(8)

• Title鈥疘I 搂202 adds 搂4(a)(8) to the Securities Act, exempting 鈥減rimary transactions in digital commodities鈥� if:
• the issuer is a U.S. entity,
• aggregate sales 鈮も��$75鈥痬illion in any 12鈥憁onth period,
• a public information statement is filed electronically with the SEC, and
• resale restrictions apply for 12鈥痬onths unless the asset becomes a digital commodity.
• Issuers therefore gain a pathway similar to Regulation鈥疉 but tailored to tokens, avoiding the private鈥憄lacement limitations of Rule鈥�506(c) under Reg鈥疍. Disclosure content (business plan, tokenomics, code audits) will be set by joint SEC/CFTC rules within 270鈥痙ays.

Secondary鈥憁arket clarity

• Section鈥�203 removes secondary trades of investment鈥慶ontract assets from the 1933/34 Acts once the asset is a digital commodity and the network is 鈥渇unctional,鈥� provided affiliated persons have less than 20鈥�% voting power and no unilateral control. This tackles the post鈥慽ssuance uncertainty that has dogged exchanges since SEC鈥痸.鈥疪ipple Labs.

From start鈥憉p to 鈥渕ature blockchain鈥�

• A token ecosystem may file a mature鈥慴lockchain certification with the SEC once its network meets strict, objective criteria in new Exchange Act 搂42鈥攐pen鈥憇ource code, decentralized governance, 鈮も��20鈥�% insider voting power, and no privileged permissions. After certification the token is conclusively a digital commodity and future sales are outside the securities laws, though anti鈥慺raud jurisdiction is preserved for both agencies.

Restrictions on insiders and affiliates

• During the first year after an exempt 搂4(a)(8) offer, digital鈥慶ommodity affiliated persons (鈮モ��5鈥�% holders, founders, directors) must sell only:
• on registered digital鈥慶ommodity exchanges,
• within volume caps (the greater of 1鈥�% of circulating supply or average daily volume), and
• with Form鈥疍C鈥�144 public notice.
• These resale limits echo Rule鈥�144, deterring immediate dumping while still enabling liquidity.

鈥淓nd鈥憉ser distributions鈥� are not sales

• Airdrops, mining, staking and similar 鈥渂road and equitable鈥� token distributions that exchange only nominal value are expressly carved out of the definition of a sale. Projects may therefore bootstrap networks without Securities鈥慉ct registration so long as they honor the rule鈥慴ased criteria鈥攁 statutory answer to earlier SEC 鈥渘o鈥慳ction鈥� uncertainty.

Money鈥憈ransmitter and anti money laundering implications

• Section鈥�109 provides that 苍辞苍鈥庆辞苍迟谤辞濒濒颈苍驳 blockchain developers and infrastructure providers are not deemed money transmitters merely for publishing code, running nodes, or offering self鈥慶ustody software. Conversely, the Act amends 31鈥疷.S.C.鈥�搂5312 so that newly鈥憆egistered digital鈥慶ommodity brokers, dealers and exchanges are financial institutions under the Bank Secrecy Act, keeping FinCEN KYC/anti money laundering oversight in place.

Part II Section by Section Explanation

Title I

Title鈥疘 of the Digital Asset Market Clarity Act鈥痮f鈥�2025 (the 鈥淐larity鈥疉ct鈥�) rewrites the definitional bedrock of U.S. securities鈥� and commodities鈥憀aw as applied to crypto鈥慳ssets. It (1) amends each of the three cornerstone statutes鈥攖he Securities Act of鈥�1933, the Securities Exchange Act of鈥�1934, and the Commodity Exchange Act (鈥淐EA鈥�)鈥攖o add detailed crypto鈥憇pecific terminology; (2) creates cross鈥憆eferences so the same terms have identical meanings across regimes; (3) directs the SEC and CFTC to complete joint rulemakings (including a novel right to self鈥慶ustody); (4) offers an expedited, provisional registration path for spot鈥憁arket intermediaries; and (5) installs key savings clauses, Bank鈥慡ecrecy鈥慉ct coverage, and carve鈥憃uts for 苍辞苍鈥庆辞苍迟谤辞濒濒颈苍驳 software developers. Together, these provisions aim to harmonize the Howey鈥慴ased securities analysis SEC鈥痸.鈥�Howey鈥�(1946) with the CEA鈥檚 commodity framework while preserving anti鈥憁oney鈥憀aundering safeguards set out in the BSA and recent FinCEN guidance. Below is a section鈥慴y鈥憇ection analysis.

101 鈥� Amendments to the Securities Act of鈥�1933

Key new terms

• 鈥淏濒辞肠办肠丑补颈苍.鈥� A technology for a distributed, cryptographically鈥憀inked ledger whose source code is publicly available.
• 鈥淒igital asset.鈥� Any cryptographically recorded representation of value.
• 鈥淒igital commodity.鈥� Cross鈥憆eferenced to the new CEA definition.
• 鈥淒igital鈥慶ommodity issuer / affiliated person / related person.鈥� Multi鈥憈iered categories that will later determine disclosure duties and trading restrictions.
• 鈥淒ecentralized governance system.鈥� A rules鈥慴ased mechanism that is not deemed a single 鈥減erson鈥� unless participants act in concert.

Effects

• These granular definitions replace the open鈥憈extured Howey test for many tokens. A token that fits the digital commodity rubric is presumptively not a security, curtailing the reach of cases such as SEC鈥痸.鈥疪ipple Labs (S.D.N.Y.鈥�2023) and 厂贰颁鈥痸.鈥疶别濒别驳谤补尘 (S.D.N.Y.鈥�2020), which relied on Howey.

鈥�102听鈥� Amendments to the Exchange Act of鈥�1934

• Adds a statutory definition of the 鈥淏ank Secrecy Act鈥� (鈥淏SA鈥�) to the Exchange Act鈥攊ncorporating 搂鈥�21鈥疐DIA (12鈥疷.S.C.鈥�搂鈥�1829b), 12鈥疷.S.C.鈥�搂鈥�1951鈥痚t鈥痵eq., and 31鈥疷.S.C.鈥痗h.鈥�53 subch.鈥疘I听鈥攖o ensure broker鈥慸ealers handling digital commodities remain subject to anti money laundering rules.
• Imports all new 搂鈥�101 terms by cross鈥憆eference, preventing definitional drift between the two securities statutes.

103听鈥� Amendments to the Commodity Exchange Act

• A 鈥渄igital commodity鈥� is a digital asset intrinsically linked to a blockchain system the value of which is derived from that system鈥檚 use. The section lists functional indicia鈥攙alue transfer, staking rewards, governance rights, fee burning, etc.鈥�鈥攁nd a long exclusion list that removes securities, derivatives, bank deposits, pooled鈥慽nvestment interests, and NFTs that have standalone utility. This mirrors Howey鈥檚 鈥渆conomic reality鈥� inquiry but codifies bright鈥憀ine boundaries.

104 omitted because it is not substantive law

105听鈥� Mandated Joint Rulemakings & Right to Self鈥慍ustody

• Requires the SEC and CFTC to jointly refine every crypto term, to define 鈥渦nilateral authority,鈥� and to draft rules for 鈥渕ixed digital鈥慳sset transactions.鈥澨�
• Establishes an affirmative right for U.S. individuals to hold self鈥慶ustody wallets and conduct peer鈥憈o鈥憄eer transactions鈥攕ubject only to existing sanctions and BSA enforcement鈥攅ffectively overruling earlier FinCEN interpretations that viewed some software providers as money transmitters.

鈥�106听鈥� Expedited Registration & Provisional Status

• Intermediaries operating spot鈥憁arkets (exchanges, brokers, dealers) must file a short鈥慺orm application within 90鈥痙ays of the CFTC creating the process and will enjoy provisional authority until 270鈥痙ays after the CFTC鈥檚 final rules take effect. The framework is flagged in the table of contents鈥痑nd fleshed out in the statutory text (omitted here for brevity), giving firms immediate legal clarity while rules are drafted.

107听鈥� Savings Clauses

• The Act explicitly preserves the SEC鈥檚 jurisdiction over security鈥憈okens, security鈥慴ased swaps, and the CFTC鈥檚 jurisdiction over futures, options, and swaps. Thus, Howey, Reves, and other precedents remain good law for instruments outside the Act鈥檚 new definitions.

鈥�108听鈥� CEA 鈥淎dministrative Requirements鈥�

• Section鈥�4c鈥疌EA is amended so that the CFTC鈥檚 long鈥憇tanding anti鈥憁anipulation and position鈥憀imit authorities over futures/options now extend to contracts of sale of a digital commodity.

109听鈥� Protection for Non鈥慶ontrolling Developers

• A software developer that lacks the legal right or unilateral ability to move users鈥� assets is not a 鈥渕oney transmitter鈥� solely because it wrote or maintained code. This codifies holdings implicit in FinCEN鈥檚 CVC Guidance and recent consent orders, while preserving broader anti money laundering liability for controlling actors.

110听鈥� Direct BSA Amendments

• By amending 31鈥疷.S.C.鈥�搂鈥�5312鈥�(c)(1)(A) (definitions of 鈥渇inancial agency鈥�), the Act allows Treasury to bring digital鈥慶ommodity intermediaries within the same registration and reporting perimeter as traditional money鈥憇ervices businesses.

111听and 搂 112 omitted because they are not substantive law

Title II

Title鈥疘I of the CLARITY鈥疉ct rewrites federal securities law for blockchain tokens. It (i) surgically carves a new category鈥斺�渋nvestment鈥慶ontract assets鈥濃�攐ut of the definition of a security, (ii) creates a bespoke 搂鈥�4(a)(8) exemption that lets issuers raise up to鈥�$50鈥痬illion while they build toward a 鈥渕ature blockchain system,鈥� (iii) declares most secondary鈥憁arket token trades outside the securities regime, (iv) imposes tailored holding鈥憄eriod, volume and disclosure guard鈥憆ails on insiders, (v) establishes an SEC certification program for 鈥渕ature鈥� chains that satisfies functional鈥慸ecentralization criteria, and (vi) sunsets the entire framework 360鈥痙ays after enactment unless the agencies finish their rules. Collectively those provisions narrow the reach of the Howey and Reves doctrines, shift day鈥憈o鈥慸ay spot鈥憁arket oversight toward the CFTC, and expressly pre鈥慹mpt state blue鈥憇ky laws for qualifying digital commodities.

Section鈥�201 鈥� Treatment of Investment鈥慍ontract Assets

• Section鈥�201 amends the definition of 鈥渟ecurity鈥� in the Securities Act, Exchange Act, Investment Company Act and Advisers Act to state that 鈥溾�榠nvestment contract鈥� does not include an investment鈥慶ontract asset.鈥� It then defines that new term as a 鈥渄igital commodity鈥� that can be exclusively possessed peer鈥憈o鈥憄eer on鈥慶hain and that is sold (or intended to be sold) pursuant to an investment contract. Thus, while the investment contract itself remains a security under 厂贰颁鈥痸.鈥疕辞飞别测 (328鈥疷.S.鈥�293鈥�(1946)), the underlying token is statutorily carved out once it exhibits commodity鈥憀ike transferability.

Effects

• Howey and its progeny treat the asset and the contract as inseparable; Section鈥�201 severs them, echoing scholars鈥� 鈥渃ontract鈥揳sset鈥� bifurcation theory. Tokens that meet the new definition will instead be regulated as 鈥渄igital commodities鈥� under the Commodity Exchange Act, unless another exclusion (e.g., a stable鈥慶oin or note analyzed under 搁别惫别蝉鈥痸.鈥疎谤苍蝉迟鈥�&补尘辫;鈥痀辞耻苍驳, 494鈥疷.S.鈥�56鈥�(1990)) applies. This exemption narrows Exchange Act 搂鈥�12(g) registration triggers and Investment Company Act coverage for issuers whose only 鈥渟ecurities鈥� are the investment contracts, not the tokens themselves.

Section鈥�202 鈥� Exempted Primary Transactions

• Section鈥�202 inserts a new transactional safe harbor鈥斅р��4(a)(8)鈥攆or 鈥渢he offer or sale of an investment contract involving units of a digital commodity鈥� by its issuer, provided that:

1. The relevant chain is already, or is intended within four years to become, certified as a 鈥渕ature blockchain system鈥� under Exchange Act 搂鈥�42.
2. Aggregate proceeds in any 12鈥憁onth period are capped at $50鈥痬illion (indexed).
3. No purchaser may exceed a 10鈥�% ownership ceiling post鈥憇ale.

• Because 搂鈥�4(a) exemptions lie within 15鈥疷.S.C.鈥�搂鈥�77d, the new clause co鈥慹xists with Reg鈥疍, Reg鈥疌F and Reg鈥疉鈥�+ while pre鈥慹mpting state registration under amended 搂鈥�18(b)(5).
• Issuers relying on 搂鈥�4(a)(8) must file semi鈥慳nnual token鈥憇pecific reports akin to the Reg鈥疌F Form鈥疌 and are subject to anti鈥慺raud liability under Exchange Act 搂鈥�10(b) as modified by Section鈥�204 (below).

Section鈥�203 鈥� Secondary鈥慚arket Treatment

• Section鈥�203 provides that a resale of a digital commodity that 鈥渙riginally involved鈥� an investment contract is not itself a securities transaction under any federal or state statute. It further declares that 鈥渆nd鈥憉ser distributions鈥� (e.g., staking rewards, airdrops) are never sales of securities. These bright鈥憀ine rules answer post鈥慔owey uncertainty over whether decentralized鈥慹xchange trades or validator rewards require Securities Act compliance.

Section鈥�204 鈥� Insider Sales and Market鈥慖ntegrity Rules

• Section鈥�204 makes it unlawful for 鈥渄igital鈥慶ommodity affiliated鈥� or 鈥渞elated鈥� persons (founders, 5鈥�% holders, key employees) to dump tokens they received from the issuer unless they comply with bespoke restrictions:
• Twelve鈥憁onth seasoning before any sale and an additional 90鈥慸ay lock鈥憉p after each sale window.
• Volume cap: insiders may sell no more than 5鈥�10鈥�% of outstanding supply in any rolling 12鈥憁onth period (percentage to be set by SEC rule).
• Public disclosures paralleling Form鈥�144 and 搂搂鈥�13(d)/(g) beneficial鈥憃wnership reports.
• Violations render the insider an issuer for liability purposes, preserving investor remedies.

Section鈥�205 鈥� Mature Blockchain System Certification

• Section鈥�205 directs the SEC to stand up a voluntary certification program. To qualify, a chain must show, inter鈥痑lia, that (i) no single 鈥渂lockchain control person鈥� has unilateral authority to alter consensus or token economics, (ii) source code is open鈥憇ource, (iii) token supply is predictable, and (iv) at least two independent developers maintain the protocol.
• Certification creates a rebuttable presumption that the associated token is a 鈥渄igital commodity鈥� and unlocks the full 搂鈥�4(a)(8) safe harbor and insider鈥憇ale relief. The Commission retains authority to revoke certification for fraud or material omissions and must promulgate delisting procedures jointly with the CFTC within 180鈥痙ays, dovetailing with Title鈥疘 搂鈥�105(d).

Section鈥�206 鈥� Effective Date

• All Title鈥疘I provisions become operative 360鈥痙ays after enactment, or 60鈥痙ays after final implementing rules鈥攚hichever is later (Sec.鈥�206; text follows Section鈥�205 in the Act).

Title III

Title听III of the Clarity Act builds a parallel Securities鈥慐xchange鈥慉ct framework for intermediaries that deal primarily in digital commodities (e.g., native blockchain tokens) and permitted payment stablecoins, while coordinating with the Commodity Futures Trading Commission (CFTC) and the banking regulators. In broad strokes, the title (i) classifies the assets and the entities that handle them, (ii) extends familiar anti鈥慺raud and record鈥慿eeping duties to digital鈥慳sset markets, (iii) creates mechanisms for dual SEC/CFTC supervision, (iv) pre鈥慹mpts certain state laws to promote uniform national markets, and (v) tempers the regime with carefully tailored exemptions for decentralized finance (鈥淒eFi鈥�), banking custodians, and self鈥慶ustody. The provisions will take effect 360听days after enactment (or 60听days after implementing rules, if later).

Section听301听鈥� Treatment of Digital Commodities and Permitted Payment Stablecoins

• Section听301 amends the Exchange Act to make clear that brokers, dealers, and alternative trading systems (鈥淎TSs鈥�) may handle and custody 鈥渄igital commodities鈥� and 鈥減ermitted payment stablecoins鈥� without converting those products into 鈥渟ecurities.鈥� In effect, the statute carves out a new asset class that can trade on SEC鈥憆egistered platforms while remaining outside the classical definition of a 鈥渟ecurity鈥� in 搂鈥�2(a)(1) of the Securities Act听of听1933. The section instructs the Commission to update Exchange Act 搂鈥�6 to list these instruments explicitly, thereby eliminating any argument that every blockchain token is presumptively a 鈥渟ecurity.鈥� The provision lays the statutory foundation for every subsequent section in the title (table reference).

Effects

• Registered broker鈥慸ealers may make markets in digital commodities without triggering the capital, segregation, and customer鈥憄rotection rules written for securities鈥攗nless another section (e.g., 搂鈥�310) says otherwise.
• The SEC retains the power to re鈥慶haracterize a token as a security if it meets Howey鈥憈ype criteria, but the burden now lies with the agency.

Section听302听鈥� Anti鈥慒raud Authority over Digital鈥慍ommodity Transactions

• Section听302 grafts the anti鈥憁anipulation language of Exchange Act 搂鈥�10(b) and Rule听10b鈥�5 onto digital鈥慶ommodity dealings, giving the SEC express statutory jurisdiction to police fraud or manipulation in any broker鈥憃r鈥慸ealer transaction in a digital commodity or payment stablecoin. The amendment closes any loophole that might have arisen from the asset鈥慶lassification carve鈥憃ut in 搂鈥�301. It parallels the longstanding antifraud authority in 15听U.S.C.听搂鈥�78j.

Section听303听鈥� Eligibility of Alternative Trading Systems

• Section听303 adjusts Regulation听ATS by ensuring that an ATS meeting the digital鈥慶ommodity definition remains eligible for the lighter ATS regime instead of being forced to register as a full national securities exchange. It instructs the SEC to harmonize Rule听300 of Regulation听ATS so that platforms facilitating spot trading in digital commodities can rely on the same exemption that equity ATSs enjoy.

Section听304听鈥� Rulemaking for Dual鈥慠egistered Entities

• Recognizing that many crypto platforms already hold CFTC registrations, 搂鈥�304 directs the SEC to write joint rules with the CFTC to eliminate duplicative or conflicting requirements for firms that must register both as broker鈥慸ealers/ATSs and as digital鈥慶ommodity brokers, dealers, or exchanges. Topics include capital, record鈥慿eeping, segregation, and chief鈥慶ompliance鈥憃fficer reports. The goal is regulatory substituted compliance rather than double compliance.

Section听305听鈥� Modernization of Record鈥慘eeping Requirements

• Section听305 orders the SEC to modernize Exchange Act record鈥慿eeping rules鈥攑articularly Rule听17a鈥�4鈥攖o accommodate blockchain鈥憂ative ledgers and immutably timestamped records. The Commission must permit electronic storage 鈥渋n a manner that ensures immutability and ready accessibility,鈥� codifying no鈥慳ction positions that now appear only in interpretive releases under 17听C.F.R.听搂鈥�240.17a鈥�4.

Section听306听鈥� Exemptive Authority

• Borrowing from Securities Act 搂鈥�28, 搂鈥�306 lets the SEC exempt persons, classes, or transactions from any provision of Title听III by order as well as by rule, giving the agency the flexibility to respond to technological change.

Section听307听鈥� Additional Registrations with the CFTC

• Section听307 acknowledges that a single intermediary can wear two hats. It permits (and sometimes requires) SEC鈥憆egistered firms to obtain corresponding CFTC registrations鈥攄igital鈥慶ommodity broker, dealer, or exchange鈥攚hen they handle spot digital commodities that fall under the CFTC鈥檚 fraud鈥慳nd鈥憁anipulation jurisdiction. The provision codifies parallel oversight, similar to the dual registration regime for security鈥慴ased鈥憇wap dealers under Dodd鈥慒rank.

Section听308听鈥� Exempting Digital Commodities from State Securities Laws

• Section听308 amends Securities Act 搂鈥�18(b) to deem digital鈥慶ommodity offerings 鈥渃overed securities,鈥� pre鈥慹mpting state Blue鈥慡ky registration and merit鈥憆eview requirements and limiting states to notice鈥慺iling and antifraud policing. The model tracks the 1996 National Securities Markets Improvement Act pre鈥慹mption now codified at 15听U.S.C.听搂鈥�77r.

Section听309听鈥� Exclusion for Decentralized Finance Activities

• To avoid sweeping DeFi developers into broker鈥慸ealer status, 搂鈥�309 expressly excludes 鈥渄ecentralized鈥慺inance messaging systems鈥� and 鈥渄ecentralized鈥慺inance trading protocols鈥� so long as no person takes custody of customer assets. The exclusion mirrors the self鈥慼osted鈥憌allet safe harbor enacted earlier in 搂鈥�105(c).

Section听310听鈥� Treatment of Custody Activities by Banking Institutions

• Section听310 bars federal and state banking supervisors from forcing banks, credit unions, or broker鈥慸ealers to carry digital commodities on balance鈥憇heet as liabilities or to hold duplicative capital against custodial assets. It formalizes the stance OCC took in Interpretive Letters鈥�1170鈥�1174, allowing national banks to custody crypto while treating it as an off鈥慴alance鈥憇heet safekeeping service.

Section听311听鈥� Broker and Dealer Disclosures Regarding Treatment of Assets

• Within 270听days, the SEC must adopt standardized insolvency鈥慸isclosure language explaining how digital commodities and stablecoins would be treated under Title听II of Dodd鈥慒rank, SIPA, or the Bankruptcy Code. The rule responds to gaps in SIPA鈥檚 definition of 鈥渟ecurity鈥� and to uncertainty about the priority of crypto claims in broker failures.

Section听312听鈥� Digital鈥慍ommodity Activities that Are 鈥淔inancial in Nature鈥�

• This section amends Bank Holding Company Act 搂鈥�4(k)(4) so that dealing in digital commodities is a 鈥渇inancial鈥慽n鈥憂ature鈥� activity permissible for financial holding companies. It also clarifies that national and state banks may use blockchain rails to deliver any activity they could already perform, subject to the usual safety鈥慳nd鈥憇oundness rules.

Section听313听鈥� Effective Date; Administration

• Unless otherwise specified, Title听III (and its amendments) take effect 360听days after the enactment, or 60听days after final rules, whichever is later.

Section听314听鈥� Educational Material Requirements

• The SEC, in consultation with the CFTC, must ensure that every registered intermediary publishes plain鈥憀anguage educational materials covering blockchain basics, market risks, and fraud red鈥慺lags. The mandate echoes FINRA鈥檚 鈥渋nvestor鈥慹ducation鈥� approach and the Commission鈥檚 existing Crypto听Assets and Cyber resource center.

Section听315听鈥� Discretionary Surplus Fund

• Finally, 搂鈥�315 reduces the Federal Reserve鈥檚 surplus fund by $15鈥痬illion and applies the savings to SEC implementation costs. The offset mirrors similar funding provisions elsewhere in the bill.

Title IV

Title鈥疘V of the Clarity Act rewrites the Commodity Exchange Act (鈥淐EA鈥�) to create a first鈥慹ver cash鈥� or spot鈥憁arket regime for 鈥渄igital commodities.鈥� It vests the Commodity Futures Trading Commission (鈥淐FTC鈥�) with primary jurisdiction over the registration, prudential regulation, customer鈥憄rotection, and supervisory framework for exchanges, brokers, dealers, and other intermediaries that handle crypto鈥慳ssets outside the derivatives context. The Title does this through fifteen discrete sections (搂401鈥�鈥撯��搂415), each of which dovetails with existing provisions of the CEA and its implementing regulations (17鈥疌.F.R.) while carving out clear boundaries vis鈥懨犫�憊is the Securities and Exchange Commission (鈥淪EC鈥�) and state law. Taken together, Title鈥疘V would give market participants a registration path, uniform custody and segregation rules, and bespoke exemptions for decentralized鈥慺inance (鈥淒eFi鈥�) infrastructure, while also funding the CFTC to police the new marketplace.

401 鈥� Commission jurisdiction over digital鈥慶ommodity transactions

• Section鈥�401 inserts a new savings鈥慶lause into CEA鈥�搂2(a)(1) confirming CFTC jurisdiction over spot digital鈥慶ommodity transactions, without displacing the agency鈥檚 existing authority over futures, swaps and options. The clause mirrors earlier jurisdictional savings in 7鈥疷.S.C.鈥�搂2(a)(1) for futures and swaps, thereby forestalling pre鈥慹mption fights with state commercial law and with SEC securities jurisdiction. Courts have already recognized CFTC antifraud power in crypto spot markets (e.g., 颁贵罢颁鈥痸.鈥疢肠顿辞苍苍别濒濒, 287鈥疐.鈥疭upp.鈥�3d鈥�213 (E.D.N.Y.鈥�2018))鈥�; 搂401 codifies that view and expands it.

Interaction with existing CEA provisions

• 搂2(c)(2) foreign鈥慶urrency provisions remain untouched, so retail leveraged crypto trades will still fall under 鈥渞etail commodity transaction鈥� rules.
• The savings clause expressly preserves SEC authority over 鈥渕ixed digital鈥慳sset transactions鈥� (defined elsewhere in the Act), avoiding overlap with securities regulation

402 鈥� Qualified鈥慶ustodian requirement for FCMs

• Section鈥�402 amends CEA鈥�搂4d to require every futures commission merchant (鈥淔CM鈥�) that handles digital commodities to use a 鈥渜ualified digital鈥慳sset custodian.鈥� The language parallels existing segregation provisions in 7鈥疷.S.C.鈥�搂6d and CFTC Rule鈥�1.20 (customer funds), but updates them to address the private鈥慿ey risks unique to crypto. By tying the definition of 鈥渜ualified custodian鈥� to forthcoming CFTC rules, Congress gives the Commission latitude to leverage existing custodial frameworks under 17鈥疌.F.R.鈥�搂1.20鈥懧�1.25.

403 鈥� Trading鈥慶ertification and approval

• Section鈥�403 adds a listing and self鈥慶ertification regime, modeled on CEA鈥�搂5c (7鈥疷.S.C.鈥�搂7a鈥�2), for digital鈥慶ommodity products traded on registered cash exchanges. A venue may self鈥慶ertify a product upon 30鈥慸ays鈥� notice; the CFTC can stay the certification for up to 90鈥痙ays for public鈥慽nterest review. This mechanism should speed up market innovation without sacrificing the CFTC鈥檚 gate鈥慿eeping role.

404 鈥� Registration of digital鈥慶ommodity exchanges

• Section鈥�404 creates new CEA鈥�搂5i, obligating any trading facility that 鈥渙ffers or seeks to offer鈥� a spot market in at least one digital commodity to register as a Digital Commodity Exchange (鈥淒CE鈥�). Key requirements include:
• Core Principles mirroring those for Designated Contract Markets (DCMs) in CEA鈥�搂5, covering market integrity, trade surveillance, and financial resources.
• Member鈥憆ules ensuring that exchanges only match trades for intermediaries duly registered under 搂406.
• Dual registration relief: a national securities exchange or ATS may hold a parallel DCE registration, minimizing duplicative compliance.

405 鈥� Qualified digital鈥慳sset custodians

• Section鈥�405 directs the CFTC to promulgate standards for custodians that hold customer crypto for FCMs, brokers, dealers, and exchanges. Congress borrows concepts from SEC Custody Rule 17 C.F.R.鈥�搂275.206(4)-2 and OCC Interpretive Letters on crypto custody; the rulemaking must address capitalization, control of private keys, insurance, and 辫谤辞辞蹿鈥憃蹿鈥憆别蝉别谤惫别蝉.

406 鈥� Registration and regulation of digital鈥慶ommodity brokers and dealers

• Section鈥�406 adds new CEA鈥�搂4u, creating two novel intermediary classes:
• Digital Commodity Broker (DCB) 鈥� solicits or accepts customer orders and takes possession or control of customer funds.
• Digital Commodity Dealer (DCD) 鈥� regularly makes a market or stands ready to buy/sell for its own account.
• Both must meet net鈥慶apital, record鈥慿eeping, anti money laundering/KYC, and segregation standards adapted from existing broker鈥慸ealer rules under 17鈥疌.F.R. Pt鈥�1 and SEC Rules鈥�15c3鈥�1 & 15c3鈥�3.

407 鈥� Registration of associated persons

• Mirroring CEA鈥�搂4k (7鈥疷.S.C.鈥�搂6k), 搂407 requires registration of Associated Persons (鈥淎Ps鈥�) of DCBs and DCDs, and makes them subject to statutory disqualification and proficiency testing鈥攃losing the 鈥渂ad actor鈥� loophole for crypto intermediaries.

408 鈥� Commodity鈥憄ool operators (CPOs) and commodity鈥憈rading advisers (CTAs)

• Section鈥�408 extends CPO/CTA registration triggers in CEA鈥�搂搂4m鈥�4n (7鈥疷.S.C.鈥�搂搂6m鈥�6n) to pooled vehicles trading digital commodities. Exemptive relief for small pools remains available (Rule鈥�4.13), but managers must now calculate assets under management inclusive of crypto.

409 鈥� DeFi exclusion

• New CEA鈥�搂4v categorically excludes miners, validators, node operators, wallet developers, and DeFi messaging鈥憄rotocol maintainers from registration鈥攑rovided they do not custody customer assets or intermediate trades. The exception preserves CFTC antifraud and anti鈥憁anipulation enforcement power and thereby reconciles open鈥憇ource activity with investor protection.

410 鈥� Resources for implementation and enforcement

• To fund oversight, 搂410 authorizes the CFTC to levy registration and annual fees on provisionally registered entities, crediting them as discretionary offsetting collections to the agency鈥檚 budget. It also grants expedited hiring authority for crypto鈥憇pecialist staff.

411 鈥� Control鈥憄erson trading limits

• New CEA鈥�搂4w bars a 鈥渂lockchain control person鈥� from selling a digital commodity tied to a mature blockchain system unless advance notice is filed with the CFTC. Analogous to SEC Rule鈥�144, the provision targets large insiders whose sales could distort thin spot markets.

412 鈥� Other tradable assets

• Section鈥�412 requires the CFTC to study and, if appropriate, extend the Title鈥疘V framework to other tradable digital assets that do not fall within the Act鈥檚 鈥渄igital commodity鈥� definition鈥攅.g., tokenized real鈥憌orld assets.

413 鈥� Conflict鈥憃f鈥慽nterest rulemaking

• Within 360鈥痙ays, the CFTC must adopt rules to identify, mitigate, and resolve COIs among vertically integrated crypto firms (e.g., exchange鈥慴roker鈥慶ustodian stacks). Expect restrictions on proprietary trading and information鈥慴arriers akin to CEA Core Principle鈥�12.

414 鈥� Effective date

• Title鈥疘V and its amendments take effect 270鈥痙ays after enactment, unless a provision requires rulemaking, in which case the later of (i)鈥�270鈥痙ays or (ii)鈥�60鈥痙ays after final rules will control.

415 omitted because it is not substantive rule