Congress moves to strip SEC oversight from crypto tokens sold as investments
H.R. 2365 — Securities Clarity Act of 2025 · Filed by Tom Emmer (R-MN) · 1 cosponsor · Introduced Mar 26, 2025 · Referred to committee
Your members of Congress
Enter a ZIP to see where your representative and both senators stood on this bill.
Looked up on this device — your ZIP is never stored on our servers.
What it does
This bill amends five federal securities laws to exclude 'investment contract assets'—defined as fungible digital tokens on public blockchains that can be transferred peer-to-peer without intermediaries—from the legal definition of 'security.' The effect is to remove these digital assets from SEC oversight, disclosure requirements, and investor protections that apply to traditional securities, even when they are sold as investments.
Why we flagged it
The bill's operative mechanism is a narrow exclusion from securities law for digital tokens, removing SEC jurisdiction over a specific asset class. This is a deregulatory carve-out, not a broad securities reform.
What the text implies
- The definition of 'investment contract asset' requires the asset to be 'sold or otherwise transferred, or intended to be sold or otherwise transferred, pursuant to an investment contract'—meaning the carve-out applies only to tokens that ARE investments under contract law, yet removes them from securities law oversight. This creates a regulatory arbitrage: an asset can be an investment contract (a
- The peer-to-peer transfer requirement and public ledger requirement may exclude many current crypto tokens (which often rely on exchanges and custodians) but would apply to future tokens designed to meet these criteria. The bill does not require the issuer to register or disclose; it only requires the token's technical properties.
The full analysis lists 4 implications of this text.
Who stands to gain
cryptocurrency issuers and projects; crypto exchanges and trading platforms; digital asset custodians