Securities Clarity Act of 2025
The Securities Clarity Act of 2025 would explicitly carve out a new category called “investment contract asset” from the definition of a security in major federal securities laws. The bill, introduced by Representatives Emmer and Soto, defines an investment contract asset as a fungible digital token that can be exclusively possessed and transferred person-to-person without an intermediary, is recorded on a cryptographically secured public distributed ledger, is sold or intended to be sold pursuant to an investment contract, and is not otherwise a security. The bill then adds that an investment contract asset is not a security under the Securities Act of 1933 and also clarifies that the same non-security treatment applies under the Investment Advisers Act, the Investment Company Act, the Securities Exchange Act, and the Securities Investor Protection Act. The overall aim is to provide regulatory clarity for certain digital assets (often associated with crypto) that function in a decentralized, peer-to-peer manner, potentially reducing their exposure to federal securities enforcement and registration requirements.
Key Points
- 1The bill creates a new category: “investment contract asset,” and explicitly states that the term “security” does not include such an asset under the Securities Act of 1933.
- 2Definition of investment contract asset: a fungible digital representation of value that can be exclusively possessed and transferred person-to-person without an intermediary, recorded on a cryptographically secured public distributed ledger, sold or intended to be sold pursuant to an investment contract, and not otherwise a security.
- 3The non-security treatment for investment contract assets is extended to multiple statutes: Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Exchange Act of 1934, and Securities Investor Protection Act of 1970.
- 4The bill uses terms tied to blockchain/crypto technology (distributed ledger, cryptographic security) and emphasizes peer-to-peer transfer with minimal or no intermediary.
- 5This act does not specify other forms of regulation (e.g., by the CFTC or under commodities law), nor does it create a comprehensive framework for all digital assets; it only carve-outs securities-law treatment.