‘‘(82) DIGITAL ASSET SECURITY.— 
‘‘(A) IN
GENERAL.—The term ‘digital 
asset security’ means a digital asset that: 
‘‘(i) Provides the holder of the digital 
asset with any of the following rights: 
‘‘(I) Equity or debt interest in 
the issuer. 
‘‘(II) Right to profits, interest, or 
dividend payments from the issuer. 
‘‘(III) Voting rights in the major 
corporate actions (which shall not in-
clude new block creations, hardforks, 
or protocol changes related to the dig-
ital asset) of the issuer. 
‘‘(IV) Liquidation rights in the 
event of the issuer’s liquidation. 
‘‘(ii) In the case of an issuer with a 
service, goods, or platform that is not 
wholly operational at the time of issuing 
such digital asset, with respect to any 
fundraising or capital formation activity 
(including initial coin offerings) which is 
accomplished through the issuance of such 
a digital asset, issues such digital asset to 
a holder in return for money (including 
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other digital assets) to fund the develop-
ment of the proposed service, goods, or 
platform of the issuer. 
‘‘(B) RULE
RELATING
TO
DIGITAL
AS-
SETS.—The term ‘digital asset security’ does 
not include any digital asset other than the dig-
ital assets described in subparagraph (A). Any 
digital asset not described in subparagraph (A) 
shall be considered to be, and regulated as, a 
commodity under the Commodity Exchange Act 
(7 U.S.C. 1a et seq.).’’. 
SEC. 102. DELAYED REGISTRATION FOR DIGITAL ASSET SE-
CURITIES. 
Section 12(g)(1) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)(1)) is amended— 
(1) in subparagraph (A)(ii), by striking ‘‘and’’ 
at the end; 
(2) in subparagraph (B), by inserting ‘‘and’’ 
after ‘‘persons,’’; and 
(3) by inserting after subparagraph (B) the fol-
lowing: 
‘‘(C) in the case of an issuer of a digital asset 
security, not later than 120 days after the last day 
of the third fiscal year on which the issuer first has 
total assets exceeding $10,000,000 and a class of eq-
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uity security (other than an exempted security) held 
of record by 2,000 or more persons,’’. 
SEC. 103. DESECURITIZATION OF DIGITAL ASSET SECURI-
TIES. 
Section 12(g) of the Securities Exchange Act of 1934 
(15 U.S.C. 78l(g)) is amended by adding at the end the 
following: 
‘‘(7) 
DESECURITIZATION
OF
DIGITAL 
ASSET SECURITIES.—Registration of any class 
of digital asset security pursuant to this sub-
section or status as a security (or both) shall be 
terminated ninety days, or such shorter period 
as the Commission may determine, after the 
issuer files a desecuritization certification with 
the Commission. The desecuritization certifi-
cation shall demonstrate that the issuer’s serv-
ice, goods, or platform are fully operational and 
that the digital asset does not provide holders 
of such digital assets with any of the rights 
specified in subclauses (I) through (IV) of sec-
tion 3(a)(82)(A). The Commission shall after 
notice and opportunity for hearing deny termi-
nation of registration or change in status as a 
security (or both) if it finds that the 
desecuritization certification is untrue. Termi-
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nation of registration or change in status (or 
both) shall be deferred pending final determina-
tion on the question of denial. A digital asset 
security so desecuritized shall be considered to 
be, and regulated as, a commodity under the 
Commodity Exchange Act (7 U.S.C. 1a et 
seq.).’’. 
SEC. 104. JOINT SEC AND CFTC RULEMAKING ON MAJOR 
DIGITAL ASSET CLASSIFICATION. 
The Securities Exchange Act of 1934 is amended by 
adding at the end the following: 
‘‘SEC. 105. JOINT SEC AND CFTC RULEMAKING ON MAJOR 
DIGITAL ASSET CLASSIFICATION. 
‘‘(a) IN GENERAL.—Not later than 150 days after 
the date of the enactment of this section, the Commission 
and the Commodity Futures Trading Commission shall 
jointly publish, for purposes of a 60-day public comment 
period, a proposed rulemaking that classifies each of the 
major digital assets by (i) highest market capitalization 
and (ii) highest daily trading volume as either— 
‘‘(1) a digital asset; or 
‘‘(2) a digital asset security. 
‘‘(b) FINAL RULE.—Not later than 270 days after 
the date of the enactment of this Act, the Commission and 
the Commodity Futures Trading Commission shall jointly 
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publish a final rule that classifies each of the major digital 
assets by (i) highest market capitalization and (ii) highest 
daily average trading volume as— 
‘‘(1) a digital asset; or 
‘‘(2) a digital asset security. 
‘‘(c) MAJOR DIGITAL ASSETS DEFINED.—In this 
subsection, the term ‘major digital assets’ means the top 
25 digital assets (including digital asset securities) by (i) 
the highest market capitalization and (ii) the highest daily 
trading volume as of the date of the enactment of the Dig-
ital Asset Market Structure and Investor Protection Act 
as reported on an appropriate publicly available website 
(as jointly determined by the Commission and the Com-
modity Futures Trading Commission) that publishes such 
information, such as CoinMarketCap.’’. 
SEC. 105. CONFORMING AMENDMENTS. 
(a) DEFINITION OF BROKER.—Section 3(a)(4)(A) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a) 
is amended by inserting ‘‘including a digital asset security, 
but not digital assets,’’ after ‘‘security’’. 
(b) SECURITIES EXCHANGE ACT DEFINITIONS.— 
Section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)), as amended by section 101, is further 
amended by adding at the end the following: 
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‘‘(83) COMMODITY
EXCHANGE
ACT
TERMS.— 
The terms, ‘commodity’, ‘digital asset’, ‘digital asset 
repository of transactions’, and ‘virtual currency’ 
have the meanings given such terms, respectively, in 
section 1a of the Commodity Exchange Act (7 
U.S.C. 1a).’’. 
Subtitle B—Other Securities Laws 
SEC. 111. SECURITIES ACT OF 1933. 
(a) DEFINITION OF SECURITY.—Section 2(a)(1) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(1)) is 
amended— 
(1) by inserting ‘‘digital asset security,’’ after 
‘‘investment contract,’’; and 
(2) by striking the period at the end and insert-
ing ‘‘; but does not include any fiat currency, com-
modity, digital asset, or any note, draft, bill of ex-
change, or banker’s acceptance which has a maturity 
at the time of issuance of not exceeding nine months 
exclusive of days of grace or any renewal thereof the 
maturity of which is likewise limited.’’. 
(b) OTHER DEFINITIONS.—Section 2(a) of the Secu-
rities Act of 1933 (15 U.S.C. 77b(a)) is amended by add-
ing the following: 
‘‘(20) The terms ‘commodity’, ‘digital asset’, 
‘digital asset repository of transactions’, and ‘virtual 
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currency’ have the meanings given such terms, re-
spectively, in section 1a of the Commodity Exchange 
Act (7 U.S.C. 1a). 
‘‘(21) The term ‘digital asset security’ has the 
meaning given such term in section 3(a) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78c(a)).’’. 
SEC. 112. INVESTMENT ADVISERS ACT OF 1940. 
(a) DEFINITION OF SECURITY.—Section 202(a)(18) 
of the Investment Advisers Act of 1940 (15 U.S.C. 80b– 
2(a)(18)) is amended— 
(1) by inserting ‘‘digital asset security,’’ after 
‘‘investment contract,’’; and 
(2) by striking the period at the end and insert-
ing ‘‘; but does not include any fiat currency, com-
modity, digital asset, or any note, draft, bill of ex-
change, or banker’s acceptance which has a maturity 
at the time of issuance of not exceeding nine months 
exclusive of days of grace or any renewal thereof the 
maturity of which is likewise limited.’’. 
(b) DEFINITION OF DIGITAL ASSET SECURITY.— 
Section 202(a) of the Investment Advisers Act of (15 
U.S.C. 80b–2(a)) is amended by adding at the end the 
following: 
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‘‘(31) The term ‘digital asset security’ has the 
meaning given such term section 3(a) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78c(a)).’’. 
(c) OTHER DEFINITIONS.—The second paragraph 
(29) of section 202(a) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–2(a)(29)) is amended by inserting 
‘‘ ‘commodity’, ‘digital asset’, ‘digital asset repository of 
transactions’, ‘virtual currency’ ’’, after ‘‘ ‘commodity trad-
ing advisor’,’’. 
SEC. 113. INVESTMENT COMPANY ACT OF 1940. 
(a) DEFINITION OF SECURITY.—Section 2(a)(36) of 
the Investment Company Act of 1940 (15 U.S.C. 80b– 
2(a)(36) is amended— 
(1) by inserting ‘‘digital asset security,’’ after 
‘‘investment contract,’’; and 
(2) by striking the period at the end and insert-
ing ‘‘; but does not include any fiat currency, com-
modity, digital asset, or any note, draft, bill of ex-
change, or banker’s acceptance which has a maturity 
at the time of issuance of not exceeding nine months 
exclusive of days of grace or any renewal thereof the 
maturity of which is likewise limited.’’. 
(b) COMMODITY EXCHANGE ACT TERMS.—Section 
2(a)(54) of the Investment Company Act of 1940 (15 
U.S.C. 80a–2(a)) is amended by striking ‘‘and ‘swap exe-
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cution facility’ ’’ and inserting ‘‘ ‘swap execution facility’, 
‘commodity’, ‘digital asset’, ‘digital asset repository of 
transactions’, and ‘virtual currency’ ’’. 
(c) DEFINITION OF DIGITAL ASSET SECURITY.—Sec-
tion 2(a) of the Investment Company Act of 1940 (15 
U.S.C. 80a–2(a)) is amended by adding at the end the 
following: 
‘‘(55) The term ‘digital asset security’ has the 
meaning given such term in section 3(a) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78c(a)).’’. 
SEC. 114. SECURITIES INVESTOR PROTECTION ACT OF 1970. 
(a) IN GENERAL.— 
(1) DEFINITION OF SECURITY.—Section 16(14) 
of the Securities Investor Protection Act of 1970 (15 
U.S.C. 78lll(14)) is amended— 
(A) by inserting ‘‘, digital asset security,’’ 
after ‘‘investment contract’’; 
(B) by inserting ‘‘, digital asset security,’’ 
after ‘‘if such investment contract’’; and 
(C) in the last sentence, by inserting ‘‘dig-
ital asset,’’ after ‘‘commodity,’’. 
(2) OTHER DEFINITIONS.—Section 16 of the 
Securities Investor Protection Act of 1970 (15 
U.S.C. 78lll) is amended by adding the following: 
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‘‘(15) COMMODITY
EXCHANGE
ACT
TERMS.— 
The terms ‘commodity’, ‘digital asset’, ‘digital asset 
repository of transactions’, and ‘virtual currency’ 
have the meanings given such terms, respectively, in 
section 1a of the Commodity Exchange Act (7 
U.S.C. 1a). 
‘‘(16) DIGITAL
ASSET
SECURITY.—The term 
‘digital asset security’ has the meaning given such 
term in section 3(a) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c(a)).’’. 
(b) SIPC NOTICE.—Not later than 90 days after the 
date of the enactment of this Act, the Securities Investor 
Protection Corporation shall make publicly available on 
the website of the Corporation a notice— 
(1) regarding the status of digital assets and 
digital asset securities and how such status impacts 
Securities Investor Protection Corporation insurance 
coverage; and 
(2) that digital assets are not deposits and dig-
ital asset securities are in almost all cases not secu-
rities and neither would be covered by Securities In-
vestor Protection Corporation insurance, regardless 
of whether— 
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(A) an insured bank, savings association, 
or credit union holds the digital assets or digital 
asset securities; or 
(B) a broker or dealer (as defined in sec-
tion 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a))) holds the digital as-
sets or digital asset securities. 
TITLE II—TREATMENT OF DIG-
ITAL 
ASSETS 
UNDER 
THE 
COMMODITY EXCHANGE ACT 
SEC. 201. DEFINITIONS. 
(a) DEFINITION OF COMMODITY.—Section 1a(9) of 
the Commodity Exchange Act (7 U.S.C. 1a(9)) is amend-
ed by adding ‘‘digital asset (including Bitcoin, Ether, and 
their hardforks),’’ after ‘‘livestock products,’’. 
(b) OTHER DEFINITIONS RELATING TO DIGITAL AS-
SETS.—Section 1a of the Commodity Exchange Act (7 
U.S.C. 1a) is amended by adding at the end the following: 
‘‘(52) DIGITAL
ASSET.—The term ‘digital 
asset’— 
‘‘(A) means an asset— 
‘‘(i) that is created electronically or 
digitally through software code; 
‘‘(ii) that is programmed with rules 
that— 
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‘‘(I) govern the creation, supply, 
ownership, use, and transfer of such 
digital asset; and 
‘‘(II) are designed to resist modi-
fication or tampering by any single 
person or persons under common con-
trol; 
‘‘(iii) that has a transaction history 
that— 
‘‘(I) is recorded on a— 
‘‘(aa) 
distributed 
digital 
ledger; or 
‘‘(bb) digital data structure 
in which consensus is achieved 
through 
a 
mathematically 
verifiable process; 
‘‘(II) is updated as soon as pos-
sible in accordance with the digital 
asset programming rules related to 
transactions and ownership; and 
‘‘(III) after consensus is reached, 
is designed to prevent modification or 
tampering with the ownership or 
transaction history by any single per-
son or persons under common control; 
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