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amount, as determined by the Commission 
pursuant to paragraph (3), not less than 5 
percent or greater than 10 percent of the 
total outstanding amount of the digital 
commodity. 
‘‘(3) RULEMAKINGS REQUIRED.—Not later than 
270 days after the date of the enactment of this sec-
tion, consistent with protecting investors, maintain-
ing fair, orderly, and efficient markets, and facili-
tating capital formation, and to foster the develop-
ment of mature blockchain systems, the Commission, 
by rule, after notice and comment— 
‘‘(A) shall set the percentage amounts de-
scribed in paragraphs (1)(C)(i), (1)(C)(ii), and 
(2)(B)(iii); and 
‘‘(B) may provide an exemption from the 
limitation described in paragraph (1)(C)(ii), if 
the Commission requires any offer or sale pur-
suant to such exemption of a digital commodity 
related to a blockchain system that has failed to 
become a mature blockchain system under this 
Act or any rule promulgated hereunder to be 
accompanied by the disclosures required under, 
as applicable, section 4B(e)(1)(A) or section 
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202(c)(2)(B)(iii)(II) of the CLARITY Act of 
2025. 
‘‘(d) RULES OF CONSTRUCTION.—For purposes of 
this section, the use of a digital commodity in the pro-
grammatic functioning of the blockchain system to which 
it relates is not an offer or sale of a digital commodity. 
‘‘(e) MANIPULATIVE AND DECEPTIVE DEVICES; RE-
PORTING.— 
‘‘(1) IN GENERAL.—It shall be unlawful for any 
digital commodity issuer, digital commodity related 
person, or digital commodity affiliated person, di-
rectly or indirectly, by the use of any means or in-
strumentality of interstate commerce or of the mails, 
to use or employ, in connection with the purchase or 
sale of any digital commodity, any manipulative or 
deceptive device or contrivance in contravention of 
such rules and regulations as the Commission may 
prescribe as necessary or appropriate in the public 
interest or for the protection of investors. 
‘‘(2) AFFIRMATIVE DEFENSE.—Not later than 
270 days after the date of the enactment of this sec-
tion, the Commission shall issue rules to implement 
paragraph (1), including by providing any affirma-
tive defenses to an enforcement action thereunder as 
the Commission may prescribe as necessary or ap-
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propriate in the public interest or for the protection 
of investors. 
‘‘(3) REPORTING.—Not later than 270 days 
after the date of the enactment of this section, the 
Commission shall issue rules to prescribe such trans-
action reporting and beneficial ownership disclosure 
obligations applicable to digital commodity related 
persons and digital commodity affiliated persons, as 
necessary or appropriate in the public interest or for 
the protection of investors. 
‘‘(4) DIFFERENTIATION BETWEEN PERSONS.— 
In issuing rules required under paragraphs (2) and 
(3), the Commission shall differentiate between dig-
ital commodity related persons and digital com-
modity affiliated persons, as necessary or appro-
priate in the public interest or for the protection of 
investors. 
‘‘(f) CERTAIN UNITS RECEIVED PRIOR TO ENACT-
MENT.—A unit of a digital commodity received from the 
digital commodity issuer prior to the date of the enact-
ment of this section through an offer or sale of an invest-
ment contract involving units of a digital commodity in 
reliance on an exemption from registration under this Act, 
including as provided under section 3, 4(a), or 19, may 
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be offered or sold by a digital commodity related person 
or digital commodity affiliated person, if— 
‘‘(1) the digital commodity issuer is no longer 
engaged in material ongoing efforts related to the 
blockchain system to which the digital commodity re-
lates and the blockchain system to which the digital 
commodity 
relates 
is 
certified 
as 
a 
mature 
blockchain system under section 42 of the Securities 
Exchange Act of 1934; or 
‘‘(2) the appropriate disclosures required under 
section 202(c)(2)(B) of the CLARITY Act of 2025 
have been made with the Commission. 
‘‘(g) RULEMAKING ON FURTHER USAGE OF DIGITAL 
COMMODITIES.— The Commission, consistent with pro-
tecting investors, maintaining fair, orderly, and efficient 
markets, and facilitating capital formation, as well as fos-
tering the development of mature blockchain systems, 
may, by rule, exempt unconditionally or on stated terms 
or conditions, a digital commodity related person or a dig-
ital commodity affiliated person, or any class thereof, from 
the requirements of this section for the offer or sale of 
a digital commodity, including for the purposes of pro-
moting market liquidity.’’. 
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SEC. 205. MATURE BLOCKCHAIN SYSTEM REQUIREMENTS. 
Title I of the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by adding at the end the 
following: 
‘‘SEC. 42. MATURE BLOCKCHAIN SYSTEMS. 
‘‘(a) CERTIFICATION OF BLOCKCHAIN SYSTEMS.— 
‘‘(1) CERTIFICATION.—A digital commodity 
issuer, digital commodity related person, digital com-
modity affiliated person, decentralized governance 
system of the blockchain system, or a registered dig-
ital commodity exchange, or any other appropriate 
person as designated by the Commission, may certify 
to the Commission that the blockchain system to 
which a digital commodity relates is a mature 
blockchain system. 
‘‘(2) FILING
REQUIREMENTS.—A certification 
described under paragraph (1) shall be filed with the 
Commission, and include such information that is 
reasonably necessary to establish that the blockchain 
system is not controlled by any person or group of 
persons under common control, which may include 
information regarding— 
‘‘(A) the operation of the blockchain sys-
tem; 
‘‘(B) the functionality of the related digital 
commodity; 
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‘‘(C) how the market value of the digital 
commodity is substantially derived from the 
programmatic functioning of such blockchain 
system; 
‘‘(D) any decentralized governance system 
which relates to the blockchain system; and 
‘‘(E) the current roles, if any, of the digital 
commodity issuer, digital commodity affiliated 
persons, and digital commodity related persons 
where such roles are material to the develop-
ment or operation of such blockchain system or 
the decentralized governance system of such 
blockchain system. 
‘‘(3) REBUTTABLE PRESUMPTION.—The Com-
mission may rebut a certification described under 
paragraph (1) with respect to a blockchain system if 
the Commission, within 60 days of receiving such 
certification, determines that the blockchain system 
is not a mature blockchain system. 
‘‘(4) CERTIFICATION REVIEW.— 
‘‘(A) IN
GENERAL.—Any blockchain sys-
tem that relates to a digital commodity for 
which a certification has been made under para-
graph (1) shall be considered a mature 
blockchain system 60 days after the date on 
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‘‘(B) not become effective upon the publi-
cation of a notification from the Commission to 
the person who made the certification that the 
Commission has rebutted the certification. 
‘‘(7) RECERTIFICATION.—With respect to a 
blockchain system for which a certification has been 
rebutted under this subsection, no person may make 
a certification under paragraph (1) with respect to 
such blockchain system during the 90-day period be-
ginning on the date of such rebuttal. 
‘‘(8) APPEAL OF REBUTTAL.— 
‘‘(A) IN GENERAL.—If a certification is re-
butted under this section, the person making 
such certification may appeal the decision to 
the United States Court of Appeals for the Dis-
trict of Columbia, not later than 60 days after 
the notice of rebuttal is made. 
‘‘(B) REVIEW.—In an appeal under sub-
paragraph (A), the court shall have de novo re-
view of the determination to rebut the certifi-
cation. 
‘‘(b) MATURITY CRITERIA.— 
‘‘(1) SENSE OF CONGRESS.—It is the sense of 
the Congress that protecting investors, maintaining 
fair, orderly, and efficient markets, and facilitating 
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capital formation necessitates establishing clear cri-
teria for blockchain systems to be deemed mature, 
as well as enabling the Commission to develop, with-
out prejudice to any such criteria codified in statute, 
alternative criteria by which blockchain systems may 
be considered not to be controlled by any person or 
group of persons under common control in order to 
accommodate changes in markets and technology. 
‘‘(2) IN GENERAL.—The Commission may issue 
rules identifying conditions by which a blockchain 
system, together with its related digital commodity, 
shall be considered a mature blockchain system, con-
sistent with the protection of investors, maintenance 
of fair, orderly, and efficient markets, and the facili-
tation of capital formation. 
‘‘(3) RULES OF CONSTRUCTION.— 
‘‘(A) Nothing in this subsection may be 
construed to permit the Commission to impose 
additional criteria to the criteria in subsection 
(c) for certifying that a blockchain system is a 
mature blockchain system pursuant to sub-
section (c). 
‘‘(B) Nothing in this subsection or sub-
section (c) may be construed to limit the Com-
mission’s ability to identify alternative condi-
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tions and criteria by which a blockchain system 
may be considered a mature blockchain system. 
‘‘(c) DEEMED MATURE.— 
‘‘(1) IN GENERAL.—Notwithstanding subsection 
(b), for the purposes of subsection (a), a digital com-
modity issuer, digital commodity related person, dig-
ital commodity affiliated person, or decentralized 
governance system of the blockchain system may es-
tablish that a blockchain system, together with its 
related digital commodity, is not controlled by any 
person or group of persons under common control, 
if the blockchain system, together with its related 
digital asset, meets the requirements described in 
paragraph (2) or (3). 
‘‘(2) CRITERIA
FOR
ANY
BLOCKCHAIN
SYS-
TEM.—The requirements described in this paragraph 
are the following: 
‘‘(A) SYSTEM VALUE.— 
‘‘(i) MARKET
VALUE.—The digital 
commodity has a value that is substantially 
derived from the use and functioning of 
the blockchain system. 
‘‘(ii) DEVELOPMENT OF VALUE MECH-
ANISM
SUBSTANTIALLY
COMPLETED.— 
Where the digital commodity issuer has 
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made public a development plan describing 
how the digital commodity’s value is rea-
sonably expected to be derived from the 
programmatic 
functioning 
of 
the 
blockchain system, the development of such 
mechanisms has been substantially com-
pleted. 
‘‘(B) 
FUNCTIONAL
SYSTEM.—The 
blockchain system allows network participants 
to engage in the activities the blockchain system 
is intended to provide, including— 
‘‘(i) using, transmitting, or storing 
value, or otherwise executing transactions, 
on the blockchain system; 
‘‘(ii) deploying, executing, or accessing 
software or services, or otherwise offering 
or participating in services, deployed on or 
integrated with the blockchain system; 
‘‘(iii) participating in the consensus 
mechanism, transaction validation process, 
or decentralized governance system of the 
blockchain system; or 
‘‘(iv) operating any client, node, 
validator, or other form of computational 
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infrastructure 
with 
respect 
to 
the 
blockchain system. 
‘‘(C) OPEN
AND
INTEROPERABLE
SYS-
TEM.—The blockchain system— 
‘‘(i) is composed of source code that is 
open source; and 
‘‘(ii) does not restrict or prohibit 
based on the exercise of unilateral author-
ity any person, other than a digital com-
modity issuer, digital commodity related 
person, or digital commodity affiliated per-
son from engaging in the activities the 
blockchain system is intended to provide, 
including the activities described in sub-
paragraph (B). 
‘‘(D) 
PROGRAMMATIC
SYSTEM.—The 
blockchain system operates, executes, and en-
forces its operations and transactions based 
solely on pre-established, transparent rules en-
coded directly within the source code of the 
blockchain system. 
‘‘(E) SYSTEM
GOVERNANCE.—No person 
or group of persons under common control— 
‘‘(i) has the unilateral authority, di-
rectly or indirectly, through any contract, 
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arrangement, understanding, relationship, 
or otherwise, to control or materially alter 
the functionality, operation, or rules of 
consensus or agreement of the blockchain 
system or its related digital commodity; or 
‘‘(ii) has the unilateral authority to di-
rect the voting, in the aggregate, of 20 
percent or more of the outstanding voting 
power of such blockchain system by means 
of a related digital commodity, nodes or 
validators, a decentralized governance sys-
tem, or otherwise, in a blockchain system 
which can be altered by a voting system. 
‘‘(F) IMPARTIAL SYSTEM.—No person or 
group of persons under common control pos-
sesses a unique permission or privilege with re-
spect to functionality, operation, or rules of 
consensus or agreement of the blockchain sys-
tem or its related digital commodity, unless 
such alteration— 
‘‘(i) addresses errors, regular mainte-
nance, or cybersecurity risks of the 
blockchain system that affect the pro-
grammatic functioning of the blockchain 
system; and 
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‘‘(ii) is adopted through the consensus 
or agreement of a decentralized governance 
system. 
‘‘(G) DISTRIBUTED OWNERSHIP.—No dig-
ital commodity issuer, digital commodity related 
person, or digital commodity affiliated person 
beneficially owns, in the aggregate, 20 percent 
or more of the total amount of units of the dig-
ital commodity. 
‘‘(3) OPTIONAL
CRITERIA
FOR
PREEXISTING 
BLOCKCHAIN SYSTEMS.—The requirements described 
in this paragraph are that the blockchain system— 
‘‘(A) was created prior to the date of en-
actment of this section; 
‘‘(B) met the requirements of subpara-
graphs (A) through (F) of paragraph (2) prior 
to the date of enactment of this section; and 
‘‘(C) at least 50 percent of the units of the 
digital commodity related to the blockchain sys-
tem are held by persons other than the digital 
commodity issuer, a digital commodity related 
person, or a digital commodity affiliated person. 
‘‘(d) DECENTRALIZED GOVERNANCE SYSTEM.— 
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‘‘(1) For the purposes of this section, a decen-
tralized governance system is not a ‘person’ or a 
‘group of persons under common control’. 
‘‘(2) A blockchain system, together with its dig-
ital commodity, shall not be precluded from being 
considered a mature blockchain system solely based 
on a functional, administrative, clerical, or ministe-
rial action of a decentralized governance system, in-
cluding any such action taken by a person acting on 
behalf of and at the direction of the decentralized 
governance system, as determined by the Commis-
sion and consistent with the protection of investors, 
maintenance of fair, orderly, and efficient markets, 
and the facilitation of capital formation. 
‘‘(e) RULEMAKING.—Not more than 270 days after 
the date of enactment of this section, the Commission 
shall issue rules to carry out this section.’’. 
SEC. 206. EFFECTIVE DATE. 
Unless otherwise provided in this title, this title and 
the amendments made by this title shall take effect 360 
days after the date of enactment of this Act, except that, 
to the extent a provision of this title requires a rule-
making, the provision shall take effect on the later of— 
(1) 360 days after the date of enactment of this 
Act; or 
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(2) 60 days after the publication in the Federal 
Register of the final rule implementing the provision. 
TITLE III—REGISTRATION FOR 
INTERMEDIARIES AT THE SE-
CURITIES 
AND 
EXCHANGE 
COMMISSION 
SEC. 301. TREATMENT OF DIGITAL COMMODITIES AND PER-
MITTED PAYMENT STABLECOINS. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(1) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(1)), as 
amended by the GENIUS Act, is amended by striking the 
final sentence and inserting the following: ‘‘The term does 
not include a digital commodity or permitted payment 
stablecoin.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(10) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)), as amended by the GENIUS Act, is 
amended by striking the final sentence and inserting the 
following: ‘‘The term does not include a digital commodity 
or permitted payment stablecoin.’’. 
(c) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–2(a)) is amended— 
(1) in paragraph (18), as amended by the GE-
NIUS Act, by striking the final sentence and insert-
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ing the following: ‘‘The term does not include a dig-
ital commodity or permitted payment stablecoin.’’; 
(2) by redesignating the second paragraph (29) 
(relating to commodity pools) as paragraph (31); 
and 
(3) by adding at the end, the following: 
‘‘(32) DIGITAL COMMODITY-RELATED TERMS.— 
The terms ‘digital commodity’ and ‘permitted pay-
ment stablecoin’ have the meaning given those 
terms, respectively, under section 2(a) of the Securi-
ties Act of 1933 (15 U.S.C. 77b(a)).’’. 
(d) INVESTMENT COMPANY ACT OF 1940.—Section 
2(a) of the Investment Company Act of 1940 (15 U.S.C. 
80a–2) is amended— 
(1) in paragraph (36), as amended by the GE-
NIUS Act, by striking the final sentence and insert-
ing the following: ‘‘The term does not include a dig-
ital commodity or permitted payment stablecoin.’’; 
and 
(2) by adding at the end, the following: 
‘‘(55) DIGITAL COMMODITY-RELATED TERMS.— 
The terms ‘digital commodity’ and ‘permitted pay-
ment stablecoin’ have the meaning given those 
terms, respectively, under section 2(a) of the Securi-
ties Act of 1933 (15 U.S.C. 77b(a)).’’. 
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(e) SECURITIES INVESTOR PROTECTION ACT
OF 
1970.—Section 16 of the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78lll) is amended— 
(1) in paragraph (14), as amended by the GE-
NIUS Act, by striking the final sentence and insert-
ing the following: ‘‘The term does not include a dig-
ital commodity or permitted payment stablecoin, as 
such terms are defined, respectively, under section 
2(a) of the Securities Act of 1933 (15 U.S.C. 
77b(a))’’; and 
(2) by adding at the end the following: 
‘‘(15) TREATMENT
OF
PERMITTED
PAYMENT 
STABLECOINS.—A permitted payment stablecoin, as 
defined in section 2(a) of the Securities Act of 1933, 
shall not qualify as ‘cash’ and a claim for a per-
mitted payment stablecoin shall not qualify as a 
‘claim for cash’.’’. 
SEC. 302. ANTI-FRAUD AUTHORITY OVER PERMITTED PAY-
MENT STABLECOINS AND CERTAIN DIGITAL 
COMMODITY TRANSACTIONS. 
(a) IN GENERAL.—Section 10 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78j) is amended— 
(1) by moving subsection (c) so as to appear 
after subsection (b); 
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(2) by inserting after subsection (c) the fol-
lowing: 
‘‘(d) To use or employ, in connection with the pur-
chase or sale of any permitted payment stablecoin or dig-
ital commodity, by or through, as applicable, a broker, 
dealer, national securities exchange, or an alternative 
trading system, any manipulative or deceptive device or 
contrivance in contravention of such rules and regulations 
as the Commission may prescribe as necessary or appro-
priate in the public interest or for the protection of inves-
tors.’’; and 
(3) by adding at the end the following: ‘‘Rules 
promulgated under subsection (b) that prohibit 
fraud, manipulation, or insider trading (but not 
rules imposing or specifying reporting or record-
keeping requirements, procedures, or standards as 
prophylactic measures against fraud, manipulation, 
or insider trading), and judicial precedents decided 
under subsection (b) and rules promulgated there-
under that prohibit fraud, manipulation, or insider 
trading, shall apply with respect to permitted pay-
ment stablecoin and digital commodity transactions 
engaged in by or through a broker or dealer or 
through an alternative trading system or, as applica-
ble, a national securities exchange to the same ex-
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