The SEC wrote its own crypto rules while Congress stalled

What Regulation Crypto Assets would actually do

The Securities and Exchange Commission published a rule proposal titled Regulation Crypto Assets on 18 August 2026. It would create a tailored offering regime for certain investment contracts involving crypto assets, which the text calls covered investment contracts.

After close to a decade of regulating the sector mainly through informal guidance and enforcement, this is a significant shift, according to law firm Morrison Foerster. It would be the Commission’s first bespoke offering regime for crypto.

The proposal is organised into five subparts. The public comment window opened on 19 August.

The startup exemption and the safe harbour

The accompanying fact sheet sets out four components. The first is a one-time, non-exclusive exemption letting issuers offer up to $5m of covered investment contracts over a period of up to four years without registering under the Securities Act.

Issuers would file publicly at the start and end of that period and provide principles-based narrative disclosures to investors. The second component is a safe harbour for investment contracts.

On the Commission’s own framing, it would apply once an issuer has completed or permanently ceased all the essential managerial efforts it promised under the contract. That addresses one of the oldest arguments in US crypto policy, which is whether an asset once sold as part of an investment contract stays a security forever.

The groundwork was laid in March

The proposal builds directly on an interpretive release issued on 17 March 2026. That release set out a taxonomy separating digital commodities, digital collectibles, digital tools, payment stablecoins and digital securities.

Bitcoin falls into the digital commodity bucket, on the reasoning that the network derives value from a supply-constrained monetary policy and decentralised consensus. An offering that uses Bitcoin as the asset in an investment contract could still fall under the Commission’s remit.

In the same month the SEC and the CFTC signed a memorandum committing to harmonise digital asset oversight. The March release also covered recurring activity such as mining, staking, wrapping and certain airdrops.

The timing is not an accident

Commissioners discussed the proposal at an open meeting on 14 August. The meeting was announced days after the Senate declined to bring the Digital Asset Market Clarity Act to the floor before the summer recess.

JUST IN: The Clarity Act got delayed but the SEC is moving forward anyway.

SEC meeting Friday: Considering tailored rules for crypto “investment contracts.”

In plain English – special pathways so crypto projects can raise money by selling tokens (when buyers expect profits from… https://t.co/uDdeGLHbvW

— Mark (@markchadwickx) August 11, 2026

BREAKING: 🇺🇸 SEC is set to begin its first major crypto rulemaking process this week as the Senate has failed to pass the Clarity Act before the August recess.

The SEC will meet on August 14 to propose “Regulation Crypto.”

The proposal could create a legal path for certain… pic.twitter.com/Z0R4fIdYPp

— Bull Theory (@BullTheoryio) August 11, 2026

TD Cowen analyst Jaret Seiberg reads the proposal as potentially the first in a series, now that the legislative route has stalled. SEC Chairman Paul Atkins has made crypto rulemaking a priority while still calling for Congress to legislate.

A parallel 60-day consultation on the agency’s crypto asset framework runs into the autumn. The Commission currently seats three members, who voted on whether to publish the proposal for comment.

What the proposal does not do is settle everything. It replaces staff guidance and policy statements with something more durable, but custody, broker-dealer treatment and trading platform rules are moving through separate rulemakings on the agency’s 2026 agenda.

None of this is finished. After the comment period, staff can revise the text before commissioners consider a final rule, a process that usually takes months.

Sources

• SEC press release 2026-76, 18 August 2026
• SEC comment notice, 19 August 2026
• Morrison Foerster client alert, 19 August 2026
• Government Enforcement Report, 20 August 2026
• Free Writings and Perspectives, August 2026