I 
119TH CONGRESS 
1ST SESSION H. R. 2365 
To amend the securities laws to exclude investment contract assets from 
the definition of a security. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 26, 2025 
Mr. EMMER (for himself and Mr. SOTO) introduced the following bill; which 
was referred to the Committee on Financial Services 
A BILL 
To amend the securities laws to exclude investment contract 
assets from the definition of a security. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be referred to as the ‘‘Securities Clarity 
Act of 2025’’. 
SEC. 2. TREATMENT OF INVESTMENT CONTRACT ASSETS. 
(a) SECURITIES ACT OF 1933.—Section 2(a) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)) is amended— 
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(1) in paragraph (1), by adding at the end the 
following: ‘‘The term ‘security’ does not include an 
investment contract asset.’’; and 
(2) by adding at the end the following: 
‘‘(20) The term ‘investment contract asset’ 
means a fungible digital representation of value— 
‘‘(A) that can be exclusively possessed and 
transferred, person to person, without necessary 
reliance on an intermediary, and is recorded on 
a cryptographically secured public distributed 
ledger; 
‘‘(B) sold or otherwise transferred, or in-
tended to be sold or otherwise transferred, pur-
suant to an investment contract; and 
‘‘(C) that is not otherwise a security pur-
suant to the first sentence of paragraph (1).’’. 
(b) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(a)(18) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–2(a)(18)) is amended by adding at the end 
the following: ‘‘The term ‘security’ does not include an in-
vestment contract asset (as such term is defined under 
section 2(a) of the Securities Act of 1933).’’. 
(c) INVESTMENT COMPANY ACT OF 1940.—Section 
2(a)(36) of the Investment Company Act of 1940 (15 
U.S.C. 80a–2(a)(36)) is amended by adding at the end 
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the following: ‘‘The term ‘security’ does not include an in-
vestment contract asset (as such term is defined under 
section 2(a) of the Securities Act of 1933).’’. 
(d) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(10) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(10)) is amended by adding at the end the 
following: ‘‘The term ‘security’ does not include an invest-
ment contract asset (as such term is defined under section 
2(a) of the Securities Act of 1933).’’. 
(e) SECURITIES INVESTOR PROTECTION ACT
OF 
1970.—Section 16(14) of the Securities Investor Protec-
tion Act of 1970 (15 U.S.C. 78lll(14)) is amended by add-
ing at the end the following: ‘‘The term ‘security’ does 
not include an investment contract asset (as such term 
is defined under section 2(a) of the Securities Act of 
1933).’’. 
Æ 
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