# SEC Puts Forward Rulebook for Digital Asset Investment Contracts

> The SEC's proposed Regulation Crypto Assets would pair tailored fundraising exemptions with a token safe harbor and a single national framework for investment contracts involving digital assets.

- Publication: Go Big News
- By Go Big News Staff (Staff News)
- Category: Finance
- Published: 2026-08-21T11:28:00+00:00
- Canonical: http://www.gobignews.com/finance/sec-puts-forward-rulebook-for-digital-asset-investment-contracts

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The US Securities and Exchange Commission has proposed Regulation Crypto Assets, a package that would create the agency's first purpose-built framework for investment contracts involving digital assets, according to Finextra. Unveiled this week, the proposal moves crypto oversight into formal notice-and-comment rulemaking after years in which the agency addressed the sector largely through informal guidance and case-by-case decisions.

At the center of the package are two new exemptions from Securities Act registration. A one-time startup exemption would let an issuer raise up to $5 million over a period of as long as four years, paired with public filings at the beginning and end of the offering and plain-language narrative disclosures to investors. A broader fundraising exemption would permit raises in any 12-month period under a two-tier structure: a lower tier capped at $20 million, and an upper tier of up to $75 million that adds audited financial statements and ongoing reporting obligations.

The proposal also tackles one of the sector's longest-running questions — when a token sold as part of an investment contract stops being one. Under a new safe harbor, a covered investment contract would be deemed to have ceased to exist once the issuer completes its essential managerial efforts and files a public certification supported by analysis.

Another significant piece is preemption: the rules would override state registration and qualification requirements for covered investment contracts and for secondary-market transactions, giving issuers and trading venues a single national regime rather than a patchwork of state-by-state obligations.

The rulemaking builds on the work of the SEC's Crypto Task Force, the internal group led by Commissioner Hester Peirce that has been mapping out how digital assets fit within the securities laws. It amounts to an acknowledgment that a disclosure regime designed for stocks and bonds needed tailoring for crypto offerings.

The measure remains at the proposal stage. The public will have 60 days to comment after the release is published in the Federal Register, and the commission would need a further vote before any rules become final.

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