SEC proposes new crypto regulations with two exemptions

The US securities regulator SEC is proposing a new regulatory framework for crypto offerings: ‘Regulation Crypto Assets’. The proposal introduces two exemptions from the registration requirement under securities law and a so-called safe harbor that determines when a crypto asset is no longer classified as a securities contract. The public consultation period runs for 60 days following publication in the Federal Register.

In brief:

• The SEC proposes two exemptions: one for offerings of up to $5 million over four years and one for offerings of up to $75 million per year.
• A conditional safe harbor determines when a crypto asset falls outside the definition of a securities contract.
• The proposal follows earlier interpretive guidance from the SEC in March 2026 on the application of securities law to crypto.

Two exemptions for crypto offerings

According to the SEC’s official press release, the proposal comprises two separate exemptions from the registration requirements under the Securities Act of 1933. The first is a one-time exemption for offerings of up to $5 million over a four-year period. The second permits offerings of up to $75 million per twelve-month period.

Under both exemptions, issuers are required to provide investors with certain information documents. Those availing themselves of the larger exemption must additionally submit financial statements and comply with ongoing reporting obligations.

Safe harbor and fewer incentives to operate offshore

The proposal also includes a conditional safe harbor. If certain conditions are met, a crypto asset falls outside the definition of a securities contract and thereby outside the scope of securities law. This situation arises, among other things, once an issuing party has completed or definitively ceased all essential management tasks it had committed to.

SEC Chair Paul Atkins says the proposal offers crypto entrepreneurs clear pathways to raise capital within the framework of federal securities law. According to Atkins, one of the goals is also to prevent issuers from moving abroad. The new rules come on top of the SEC’s earlier efforts to clarify the application of securities law to crypto, including the interpretive guidance the regulator published in March 2026.

The proposal also removes the obligation to register offerings falling under the new exemptions with individual states. That state legislation is set aside for both primary offerings and certain secondary market transactions.

60-day public consultation

Once the proposal is published in the Federal Register, the public will have 60 days to respond. This is a customary step in the US legislative process, during which market participants, investors and other stakeholders can submit comments before the SEC takes a final decision.

The proposal follows a period in which the SEC is clearly reviewing its approach to crypto markets. Whether and when the final rules take effect depends in part on the outcome of the consultation process and the progress of legislation in the US Congress.