IIB 
118TH CONGRESS 
2D SESSION 
H. R. 4763 
IN THE SENATE OF THE UNITED STATES 
SEPTEMBER 9, 2024 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To provide for a system of regulation of digital assets by 
the Commodity Futures Trading Commission and the 
Securities and Exchange Commission, and for other pur-
poses. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Financial Innovation and Technology for the 21st Cen-
tury Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—DEFINITIONS; RULEMAKING; NOTICE OF INTENT TO 
REGISTER 
Sec. 101. Definitions under the Securities Act of 1933. 
Sec. 102. Definitions under the Securities Exchange Act of 1934. 
Sec. 103. Definitions under the Commodity Exchange Act. 
Sec. 104. Definitions under this Act. 
Sec. 105. Rulemakings. 
Sec. 106. Notice of intent to register for digital commodity exchanges, brokers, 
and dealers. 
Sec. 107. Notice of intent to register for digital asset brokers, dealers, and 
trading systems. 
Sec. 108. Commodity Exchange Act savings provisions. 
Sec. 109. Administrative requirements. 
Sec. 110. International harmonization. 
Sec. 111. Implementation. 
Sec. 112. Application of the Bank Secrecy Act. 
TITLE II—CLARITY FOR ASSETS OFFERED AS PART OF AN 
INVESTMENT CONTRACT 
Sec. 201. Short title. 
Sec. 202. Treatment of investment contract assets. 
TITLE III—OFFERS AND SALES OF DIGITAL ASSETS 
Sec. 301. Exempted transactions in digital assets. 
Sec. 302. Requirements for offers and sales of certain digital assets. 
Sec. 303. Enhanced disclosure requirements. 
Sec. 304. Certification of certain digital assets. 
Sec. 305. Effective date. 
TITLE IV—REGISTRATION FOR DIGITAL ASSET INTERMEDIARIES 
AT THE SECURITIES AND EXCHANGE COMMISSION 
Sec. 401. Treatment of digital commodities and other digital assets. 
Sec. 402. Authority over permitted payment stablecoins and restricted digital 
assets. 
Sec. 403. Registration of digital asset trading systems. 
Sec. 404. Requirements for digital asset trading systems. 
Sec. 405. Registration of digital asset brokers and digital asset dealers. 
Sec. 406. Requirements of digital asset brokers and digital asset dealers. 
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Sec. 407. Rules related to conflicts of interest. 
Sec. 408. Treatment of certain digital assets in connection with federally regu-
lated intermediaries. 
Sec. 409. Exclusion for decentralized finance activities. 
Sec. 410. Registration and requirements for notice-registered digital asset 
clearing agencies. 
Sec. 411. Treatment of custody activities by banking institutions. 
Sec. 412. Effective date; administration. 
Sec. 413. Discretionary Surplus Fund. 
Sec. 414. Studies on foreign adversary participation. 
TITLE V—REGISTRATION FOR DIGITAL ASSET INTERMEDIARIES 
AT THE COMMODITY FUTURES TRADING COMMISSION 
Sec. 501. Commission jurisdiction over digital commodity transactions. 
Sec. 502. Requiring futures commission merchants to use qualified digital com-
modity custodians. 
Sec. 503. Trading certification and approval for digital commodities. 
Sec. 504. Registration of digital commodity exchanges. 
Sec. 505. Qualified digital commodity custodians. 
Sec. 506. Registration and regulation of digital commodity brokers and dealers. 
Sec. 507. Registration of associated persons. 
Sec. 508. Registration of commodity pool operators and commodity trading ad-
visors. 
Sec. 509. Exclusion for decentralized finance activities. 
Sec. 510. Funding for implementation and enforcement. 
Sec. 511. Effective date. 
Sec. 512. Sense of the Congress. 
TITLE VI—INNOVATION AND TECHNOLOGY IMPROVEMENTS 
Sec. 601. Findings; sense of Congress. 
Sec. 602. Codification of the SEC Strategic Hub for Innovation and Financial 
Technology. 
Sec. 603. Codification of LabCFTC. 
Sec. 604. CFTC-SEC Joint Advisory Committee on Digital Assets. 
Sec. 605. Study on decentralized finance. 
Sec. 606. Study on non-fungible digital assets. 
Sec. 607. Study on expanding financial literacy amongst digital asset holders. 
Sec. 608. Study on financial market infrastructure improvements. 
TITLE 
I—DEFINITIONS; 
RULE-
MAKING; NOTICE OF INTENT 
TO REGISTER 
SEC. 101. DEFINITIONS UNDER THE SECURITIES ACT OF 
1933. 
Section 2(a) of the Securities Act of 1933 (15 U.S.C. 
77b(a)) is amended by adding at the end the following: 
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‘‘(20) AFFILIATED PERSON.— 
‘‘(A) IN
GENERAL.—The term ‘affiliated 
person’ means a person (including a related 
person) that— 
‘‘(i) with respect to a digital asset 
issuer— 
‘‘(I) 
directly, 
or 
indirectly 
through one or more intermediaries, 
controls, or is controlled by, or is 
under common control with, such dig-
ital asset issuer; or 
‘‘(II) was described under clause 
(i) at any point in the previous 3- 
month period; or 
‘‘(ii) with respect to any digital 
asset— 
‘‘(I) beneficially owns 5 percent 
or more of the units of such digital 
asset that are then outstanding; or 
‘‘(II) was described under clause 
(i) at any point in the previous 3- 
month period. 
‘‘(B) BENEFICIAL
OWNERSHIP
DISCLO-
SURE.—The Commission shall issue rules to re-
quire a person that beneficially owns 5 percent 
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or more of the units of a digital asset that are 
then outstanding to file with the Commission a 
report at such time as the Commission deter-
mines appropriate. 
‘‘(21) BLOCKCHAIN.—The term ‘blockchain’ 
means any technology— 
‘‘(A) where data is— 
‘‘(i) shared across a network to create 
a public ledger of verified transactions or 
information among network participants; 
‘‘(ii) linked using cryptography to 
maintain the integrity of the public ledger 
and to execute other functions; and 
‘‘(iii) distributed among network par-
ticipants in an automated fashion to con-
currently update network participants on 
the state of the public ledger and any other 
functions; and 
‘‘(B) composed of source code that is pub-
licly available. 
‘‘(22) 
BLOCKCHAIN
PROTOCOL.—The 
term 
‘blockchain protocol’ means any executable software 
deployed to a blockchain composed of source code 
that is publicly available and accessible, including a 
smart contract or any network of smart contracts. 
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‘‘(23) 
BLOCKCHAIN
SYSTEM.—The 
term 
‘blockchain system’ means any blockchain or 
blockchain protocol. 
‘‘(24) 
DECENTRALIZED
GOVERNANCE
SYS-
TEM.— 
‘‘(A) IN GENERAL.—The term ‘decentral-
ized governance system’ means, with respect to 
a blockchain system, any rules-based system 
permitting persons using the blockchain system 
or the digital assets related to such blockchain 
system to form consensus or reach agreement 
in the development, provision, publication, man-
agement, or administration of such blockchain 
system. 
‘‘(B) RELATIONSHIP OF PERSONS TO DE-
CENTRALIZED
GOVERNANCE
SYSTEMS.—Per-
sons acting through a decentralized governance 
system shall be treated as separate persons un-
less such persons are under common control. 
‘‘(C) EXCLUSION.—The term ‘decentral-
ized governance system’ does not include a sys-
tem in which— 
‘‘(i) a person or group of persons 
under common control have the ability 
to— 
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‘‘(I) unilaterally alter the rules of 
consensus 
or 
agreement 
for 
the 
blockchain system; or 
‘‘(II) determine the final outcome 
of decisions related to the develop-
ment, provision, publication, manage-
ment, or administration of such 
blockchain system; 
‘‘(ii) a person or group of persons is 
directly engaging in an activity that re-
quires registration with the Commission or 
the Commodity Futures Trading Commis-
sion other than— 
‘‘(I) developing, providing, pub-
lishing, managing, or administering a 
blockchain system; or 
‘‘(II) an activity with respect to 
which the organization is exempt from 
such registration; or 
‘‘(iii) a person or group of persons 
seeking to knowingly evade the require-
ments imposed on a digital asset issuer, a 
related person, an affiliated person, or any 
other person registered (or required to be 
registered) under the securities laws, the 
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Financial Innovation and Technology for 
the 21st Century Act, or the Commodity 
Exchange Act. 
‘‘(25) DECENTRALIZED SYSTEM.—With respect 
to a blockchain system to which a digital asset re-
lates, the term ‘decentralized system’ means the fol-
lowing conditions are met: 
‘‘(A) During the previous 12-month period, 
no person— 
‘‘(i) had the unilateral authority, di-
rectly or indirectly, through any contract, 
arrangement, understanding, relationship, 
or otherwise, to control or materially alter 
the functionality or operation of the 
blockchain system; or 
‘‘(ii) had the unilateral authority to 
restrict or prohibit any person who is not 
a digital asset issuer, related person, or an 
affiliated person from— 
‘‘(I) using, earning, or transmit-
ting the digital asset; 
‘‘(II) deploying software that 
uses or integrates with the blockchain 
system; 
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‘‘(III) participating in a decen-
tralized governance system with re-
spect to the blockchain system; or 
‘‘(IV) operating a node, validator, 
or other form of computational infra-
structure 
with 
respect 
to 
the 
blockchain system. 
‘‘(B) During the previous 12-month pe-
riod— 
‘‘(i) no digital asset issuer or affiliated 
person beneficially owned, in the aggre-
gate, 20 percent or more of the total 
amount of units of such digital asset 
that— 
‘‘(I) can be created, issued, or 
distributed in such blockchain system; 
and 
‘‘(II) were freely transferrable or 
otherwise used or available to be used 
for the purposes of such blockchain 
system; 
‘‘(ii) no digital asset issuer or affili-
ated person had the unilateral authority to 
direct the voting, in the aggregate, of 20 
percent or more of the outstanding voting 
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power of such digital asset or related de-
centralized governance system; or 
‘‘(iii) the digital asset did not include 
voting power with respect to any decentral-
ized governance system of the blockchain 
system. 
‘‘(C) During the previous 3-month period, 
the digital asset issuer, any affiliated person, or 
any related person has not implemented or con-
tributed any intellectual property to the source 
code of the blockchain system that materially 
alters the functionality or operation of the 
blockchain system, unless such implementation 
or contribution to the source code— 
‘‘(i) addressed vulnerabilities, errors, 
regular maintenance, cybersecurity risks, 
or 
other 
technical 
changes 
to 
the 
blockchain system; or 
‘‘(ii) were adopted through the con-
sensus or agreement of a decentralized 
governance system. 
‘‘(D) During the previous 3-month period, 
neither any digital asset issuer nor any affili-
ated person described under paragraph (20)(A) 
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has marketed to the public the digital assets as 
an investment. 
‘‘(E) During the previous 12-month period, 
all issuances of units of such digital asset 
through the programmatic functioning of the 
blockchain system were end user distributions. 
For purposes of the previous sentence, any 
units of such digital asset that are made avail-
able over time and were created in the initial 
block of the blockchain system shall be consid-
ered issued at the point in time of creation. 
‘‘(26) DIGITAL ASSET.— 
‘‘(A) IN
GENERAL.—The term ‘digital 
asset’ means any fungible digital representation 
of value 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) EXCLUSIONS.—The term ‘digital 
asset’ does not include— 
‘‘(i) any note, stock, treasury stock, 
security future, security-based swap, bond, 
debenture, evidence of indebtedness, cer-
tificate of interest or participation in any 
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profit-sharing agreement, collateral-trust 
certificate, preorganization certificate or 
subscription, transferable share, voting- 
trust certificate, certificate of deposit for a 
security, fractional undivided interest in 
oil, gas, or other mineral rights, any put, 
call, straddle, option, privilege on any secu-
rity, certificate of deposit, or group or 
index of securities (including any interest 
therein or based on the value thereof); or 
‘‘(ii) any asset which, based on its 
terms and other characteristics, is, rep-
resents, or is functionally equivalent to an 
agreement, contract, or transaction that 
is— 
‘‘(I) a contract of sale of a com-
modity (as defined under section 1a of 
the Commodity Exchange Act) for fu-
ture delivery or an option thereon; 
‘‘(II) a security futures product; 
‘‘(III) a swap; 
‘‘(IV) an agreement, contract, or 
transaction 
described 
in 
section 
2(c)(2)(C)(i) or 2(c)(2)(D)(i) of the 
Commodity Exchange Act; 
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‘‘(V) a commodity option author-
ized under section 4c of the Com-
modity Exchange Act; or 
‘‘(VI) a leverage transaction au-
thorized under section 19 of the Com-
modity Exchange Act. 
‘‘(C) RULE OF CONSTRUCTION.—Nothing 
in this paragraph shall be construed to create 
a presumption that a digital asset is a represen-
tation of any type of security not excluded from 
the definition of digital asset. 
‘‘(D) RELATIONSHIP
TO
A
BLOCKCHAIN 
SYSTEM.—A digital asset is considered to relate 
to a blockchain system if the digital asset is in-
trinsically linked to the blockchain system, in-
cluding— 
‘‘(i) where the digital asset’s value is 
reasonably expected to be generated by the 
programmatic 
functioning 
of 
the 
blockchain system; 
‘‘(ii) where the digital asset has voting 
rights with respect to the decentralized 
governance system of the blockchain sys-
tem; or 
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‘‘(iii) where the digital asset is issued 
through the programmatic functioning of 
the blockchain system. 
‘‘(E) TREATMENT
OF
CERTAIN
DIGITAL 
ASSETS SOLD PURSUANT TO AN INVESTMENT 
CONTRACT.—A digital asset offered or sold or 
intended to be offered or sold pursuant to an 
investment contract is not and does not become 
a security as a result of being sold or otherwise 
transferred pursuant to that investment con-
tract. 
‘‘(27) DIGITAL ASSET ISSUER.— 
‘‘(A) IN GENERAL.—With respect to a dig-
ital asset, the term ‘digital asset issuer’ means 
any person that, in exchange for any consider-
ation— 
‘‘(i) issues or causes to be issued a 
unit of such digital asset to a person; or 
‘‘(ii) offers or sells a right to a future 
issuance of a unit of such digital asset to 
a person. 
‘‘(B) EXCLUSION.—The term ‘digital asset 
issuer’ does not include any person solely be-
cause such person deploys source code that cre-
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ates or issues units of a digital asset that are 
only distributed in end user distributions. 
‘‘(C) PROHIBITION ON EVASION.—It shall 
be unlawful for any person to knowingly evade 
classification as a ‘digital asset issuer’ and fa-
cilitate an arrangement for the primary purpose 
of effecting a sale, distribution, or other 
issuance of a digital asset. 
‘‘(28) DIGITAL ASSET MATURITY DATE.—The 
term ‘digital asset maturity date’ means, with re-
spect to any digital asset, the first date on which 20 
percent or more of the total units of such digital 
asset that are then outstanding as of such date 
are— 
‘‘(A) digital commodities; or 
‘‘(B) digital assets that have been reg-
istered with the Commission. 
‘‘(29) DIGITAL COMMODITY.—The term ‘digital 
commodity’ has the meaning given that term under 
section 1a of the Commodity Exchange Act (7 
U.S.C. 1a). 
‘‘(30) END USER DISTRIBUTION.— 
‘‘(A) IN GENERAL.—The term ‘end user 
distribution’ means an issuance of a unit of a 
digital asset that— 
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‘‘(i) does not involve an exchange of 
more than a nominal value of cash, prop-
erty, or other assets; and 
‘‘(ii) is distributed in a broad, equi-
table, and non-discretionary manner based 
on conditions capable of being satisfied by 
any participant in the blockchain system, 
including, as incentive-based rewards— 
‘‘(I) to users of the digital asset 
or any blockchain system to which the 
digital asset relates; 
‘‘(II) for activities directly related 
to the operation of the blockchain sys-
tem, such as mining, validating, stak-
ing, or other activity directly tied to 
the operation of the blockchain sys-
tem; or 
‘‘(III) to the existing holders of 
another digital asset, in proportion to 
the total units of such other digital 
asset as are held by each person. 
‘‘(B) PROHIBITION ON EVASION.—It shall 
be unlawful for any person to facilitate an end 
user distribution to knowingly evade classifica-
tion as a digital asset issuer, related person, or 
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an affiliated person, or the requirements related 
to a digital asset issuance. 
‘‘(31) FUNCTIONAL SYSTEM.—With respect to a 
blockchain system to which a digital asset relates, 
the term ‘functional system’ means the network al-
lows network participants to use such digital asset 
for— 
‘‘(A) the transmission and storage of value 
on the blockchain system; 
‘‘(B) the participation in services provided 
by or an application running on the blockchain 
system; or 
‘‘(C) the participation in the decentralized 
governance system of the blockchain system. 
‘‘(32) PERMITTED PAYMENT STABLECOIN.— 
‘‘(A) IN GENERAL.—The term ‘permitted 
payment stablecoin’ means a digital asset— 
‘‘(i) that is or is designed to be used 
as a means of payment or settlement; 
‘‘(ii) the issuer of which— 
‘‘(I) is obligated to convert, re-
deem, or repurchase for a fixed 
amount of monetary value; or 
‘‘(II) represents will maintain or 
creates the reasonable expectation 
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that it will maintain a stable value rel-
ative to the value of a fixed amount of 
monetary value; 
‘‘(iii) the issuer of which is subject to 
regulation by a Federal or State regulator 
with authority over entities that issue pay-
ment stablecoins; and 
‘‘(iv) that is not— 
‘‘(I) a national currency; or 
‘‘(II) a security issued by an in-
vestment company registered under 
section 8(a) of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a– 
8(a)). 
‘‘(B) MONETARY
VALUE
DEFINED.—For 
purposes of subparagraph (A), the term ‘mone-
tary value’ means a national currency, deposit 
(as defined under section 3 of the Federal De-
posit Insurance Act), or an equivalent instru-
ment that is denominated in a national cur-
rency. 
‘‘(33) RELATED PERSON.—With respect to a 
digital asset issuer, the term ‘related person’ 
means— 
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‘‘(A) a founder, promoter, employee, con-
sultant, advisor, or person serving in a similar 
capacity; 
‘‘(B) any person that is or was in the pre-
vious 6-month period an executive officer, direc-
tor, trustee, general partner, advisory board 
member, or person serving in a similar capacity; 
‘‘(C) any equity holder or other security 
holder; or 
‘‘(D) any other person that received a unit 
of digital asset from such digital asset issuer 
through— 
‘‘(i) an exempt offering, other than an 
offering made in reliance on section 
4(a)(8); or 
‘‘(ii) a distribution that is not an end 
user distribution described under section 
42(d)(1) of the Securities Exchange Act of 
1934. 
‘‘(34) RESTRICTED DIGITAL ASSET.— 
‘‘(A) IN GENERAL.—The term ‘restricted 
digital asset’ means— 
‘‘(i) prior to the first date on which 
each blockchain system to which a digital 
asset relates is a functional system and 
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certified to be a decentralized system 
under section 44 of the Securities Ex-
change Act of 1934, any unit of the digital 
asset held by a person, other than the dig-
ital asset issuer, a related person, or an af-
filiated person, that was— 
‘‘(I) 
issued 
to 
such 
person 
through a distribution, other than an 
end user distribution described under 
section 42(d)(1) of the Securities Ex-
change Act of 1934; or 
‘‘(II) acquired by such person in 
a transaction that was not executed 
on a digital commodity exchange; 
‘‘(ii) during any period when any 
blockchain system to which a digital asset 
relates is not a functional system or not 
certified to be a decentralized system 
under section 44 of the Securities Ex-
change Act of 1934, any digital asset held 
by a related person or an affiliated person; 
and 
‘‘(iii) any unit of a digital asset held 
by the digital asset issuer. 
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‘‘(B) EXCLUSION.—The term ‘restricted 
digital asset’ does not include a permitted pay-
ment stablecoin. 
‘‘(35) SECURITIES LAWS.—The term ‘securities 
laws’ has the meaning given that term under section 
3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)). 
‘‘(36) SOURCE
CODE.—With respect to a 
blockchain system, the term ‘source code’ means a 
listing of commands to be compiled or assembled 
into an executable computer program.’’. 
SEC. 102. DEFINITIONS UNDER THE SECURITIES EX-
CHANGE ACT OF 1934. 
Section 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)) is amended— 
(8) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(9) by adding at the end the following: 
‘‘(82) BANK SECRECY ACT.—The term ‘Bank 
Secrecy Act’ means— 
‘‘(A) section 21 of the Federal Deposit In-
surance Act (12 U.S.C. 1829b); 
‘‘(B) chapter 2 of title I of Public Law 91– 
508 (12 U.S.C. 1951 et seq.); and 
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‘‘(C) subchapter II of chapter 53 of title 
31, United States Code. 
‘‘(83) DIGITAL ASSET BROKER.—The term ‘dig-
ital asset broker’— 
‘‘(A) means any person engaged in the 
business of effecting transactions in restricted 
digital assets for the account of others; and 
‘‘(B) does not include— 
‘‘(i) a blockchain protocol or a person 
or group of persons solely because of their 
development of a blockchain protocol; or 
‘‘(ii) a bank engaging in certain bank-
ing activities with respect to a restricted 
digital asset in the same manner as a bank 
is excluded from the definition of a broker 
under paragraph (4). 
‘‘(84) DIGITAL ASSET CUSTODIAN.—The term 
‘digital asset custodian’ means an entity in the busi-
ness of providing custodial or safekeeping services 
for restricted digital assets for others. 
‘‘(85) DIGITAL ASSET DEALER.—The term ‘dig-
ital asset dealer’— 
‘‘(A) means any person engaged in the 
business of buying and selling restricted digital 
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assets for such person’s own account through a 
broker or otherwise; and 
‘‘(B) does not include— 
‘‘(i) a person that buys or sells re-
stricted digital assets for such person’s 
own account, either individually or in a fi-
duciary capacity, but not as a part of a 
regular business; 
‘‘(ii) a blockchain protocol or a person 
or group of persons solely because of their 
development of a blockchain protocol; or 
‘‘(iii) a bank engaging in certain 
banking activities with respect to a re-
stricted digital asset in the same manner 
as a bank is excluded from the definition 
of a dealer under paragraph (5). 
‘‘(86) DIGITAL ASSET TRADING SYSTEM.—The 
term ‘digital asset trading system’— 
‘‘(A) means any organization, association, 
person, or group of persons, whether incor-
porated or unincorporated, that constitutes, 
maintains, or provides a market place or facili-
ties for bringing together purchasers and sellers 
of restricted digital assets or for otherwise per-
forming with respect to restricted digital assets 
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the functions commonly performed by a stock 
exchange within the meaning of section 240.3b– 
16 of title 17, Code of Federal Regulations, as 
in effect on the date of enactment of this para-
graph; and 
‘‘(B) does not include a blockchain protocol 
or a person or group of persons solely because 
of their development of a blockchain protocol. 
‘‘(87) NOTICE-REGISTERED
DIGITAL
ASSET 
CLEARING
AGENCY.—The term ‘notice-registered 
digital asset clearing agency’ means a clearing agen-
cy that has registered with the Commission pursuant 
to section 17A(b)(9). 
‘‘(88) ADDITIONAL
DIGITAL
ASSET-RELATED 
TERMS.— 
‘‘(A) SECURITIES
ACT
OF
1933.—The 
terms ‘affiliated person’, ‘blockchain system’, 
‘decentralized governance system’, ‘decentral-
ized system’, ‘digital asset’, ‘digital asset 
issuer’, ‘digital asset maturity date’, ‘end user 
distribution’, ‘functional system’, ‘permitted 
payment stablecoin’, ‘related person’, ‘restricted 
digital asset’, and ‘source code’ have the mean-
ing given those terms, respectively, under sec-
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tion 2(a) of the Securities Act of 1933 (15 
U.S.C. 77b(a)). 
‘‘(B) COMMODITY
EXCHANGE
ACT.—The 
terms ‘digital commodity’, ‘digital commodity 
broker’, ‘digital commodity dealer’, and ‘digital 
commodity exchange’ have the meaning given 
those terms, respectively, under section 1a of 
the Commodity Exchange Act (7 U.S.C. 1a).’’. 
SEC. 103. DEFINITIONS UNDER THE COMMODITY EX-
CHANGE ACT. 
Section 1a of the Commodity Exchange Act (7 U.S.C. 
1a) is amended— 
(1) in paragraph (10)(A)— 
(A) by redesignating clauses (iii) and (iv) 
as clauses (iv) and (v), respectively; and 
(B) by inserting after clause (ii) the fol-
lowing: 
‘‘(iii) digital commodity;’’; 
(2) in paragraph (11)— 
(A) in subparagraph (A)(i)— 
(i) by redesignating subclauses (III) 
and (IV) as subclauses (IV) and (V), re-
spectively; and 
(ii) by inserting after subclause (II) 
the following: 
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‘‘(III) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
‘‘(B) EXCLUSION.—The term ‘commodity 
pool operator’ does not include— 
‘‘(i) a decentralized governance sys-
tem; or 
‘‘(ii) any excluded activity, as de-
scribed in section 4v.’’; 
(3) in paragraph (12)(A)(i)— 
(A) in subclause (II), by adding at the end 
a semicolon; 
(B) by redesignating subclauses (III) and 
(IV) as subclauses (IV) and (V), respectively; 
and 
(C) by inserting after subclause (II) the 
following: 
‘‘(III) a digital commodity;’’; 
(4) in paragraph (40)— 
(A) by striking ‘‘and’’ at the end of sub-
paragraph (E); 
(B) by striking the period at the end of 
subparagraph (F) and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
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‘‘(G) a digital commodity exchange reg-
istered under section 5i.’’; and 
(5) by adding at the end the following: 
‘‘(52) ASSOCIATED PERSON OF A DIGITAL COM-
MODITY BROKER.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B), the term ‘associated person 
of a digital commodity broker’ means a person 
who is associated with a digital commodity 
broker as a partner, officer, employee, or agent 
(or any person occupying a similar status or 
performing similar functions) in any capacity 
that involves— 
‘‘(i) the solicitation or acceptance of 
an order for the purchase or sale of a dig-
ital commodity; or 
‘‘(ii) the supervision of any person en-
gaged in the solicitation or acceptance of 
an order for the purchase or sale of a dig-
ital commodity. 
‘‘(B) EXCLUSION.—The term ‘associated 
person of a digital commodity broker’ does not 
include any person associated with a digital 
commodity broker the functions of which are 
solely clerical or ministerial. 
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‘‘(A) section 21 of the Federal Deposit In-
surance Act (12 U.S.C. 1829b); 
‘‘(B) chapter 2 of title I of Public Law 91– 
508 (12 U.S.C. 1951 et seq.); and 
‘‘(C) subchapter II of chapter 53 of title 
31, United States Code. 
‘‘(55) DIGITAL COMMODITY.— 
‘‘(A) IN GENERAL.—The term ‘digital com-
modity’ means— 
‘‘(i) any unit of a digital asset held by 
a person, other than the digital asset 
issuer, a related person, or an affiliated 
person, before the first date on which each 
blockchain system to which the digital 
asset relates is a functional system and 
certified to be a decentralized system 
under section 44 of the Securities Ex-
change Act of 1934, that was— 
‘‘(I) issued to the person through 
an end user distribution described 
under section 42(d)(1) of the Securi-
ties Exchange Act of 1934; or 
‘‘(II) acquired by such person in 
a transaction that was executed on a 
digital commodity exchange; 
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‘‘(ii) any unit of a digital asset held 
by a person, other than the digital asset 
issuer, a related person, or an affiliated 
person, after the first date on which each 
blockchain system to which the digital 
asset relates is a functional system and 
certified to be a decentralized system 
under section 44 of the Securities Ex-
change Act of 1934; and 
‘‘(iii) any unit of a digital asset held 
by a related person or an affiliated person 
during any period when any blockchain 
system to which the digital asset relates is 
a functional system and certified to be a 
decentralized system under section 44 of 
the Securities Exchange Act of 1934. 
‘‘(B) EXCLUSION.—The term ‘digital com-
modity’ does not include a permitted payment 
stablecoin. 
‘‘(C) TREATMENT OF ADJUDICATED NON- 
SECURITIES.—If, before enactment of this para-
graph, a Federal court in a Securities and Ex-
change Commission enforcement action deter-
mines that a digital asset transaction is not an 
offer or sale of a security, any unit of a digital 
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asset transferred pursuant to the transaction 
shall be considered a digital commodity, unless 
the determination is overturned. 
‘‘(56) DIGITAL COMMODITY BROKER.— 
‘‘(A) IN GENERAL.—The term ‘digital com-
modity broker’ means any person who, in a dig-
ital commodity cash or spot market, is— 
‘‘(i) engaged in soliciting or accepting 
orders for the purchase or sale of a unit of 
a digital commodity from a person that is 
not an eligible contract participant; 
‘‘(ii) engaged in soliciting or accepting 
orders for the purchase or sale of a unit of 
a digital commodity from a person on or 
subject to the rules of a registered entity; 
or 
‘‘(iii) registered with the Commission 
as a digital commodity broker. 
‘‘(B) EXCEPTIONS.—The term ‘digital 
commodity broker’ does not include a person 
solely because the person— 
‘‘(i) enters into a digital commodity 
transaction the primary purpose of which 
is to make, send, receive, or facilitate pay-
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ments, whether involving a payment service 
provider or on a peer-to-peer basis; 
‘‘(ii) validates a digital commodity 
transaction, operates a node, or engages in 
similar activity to participate in facili-
tating, operating, or securing a blockchain 
system; or 
‘‘(iii) is a bank (as defined under sec-
tion 3(a) of the Securities Exchange Act of 
1934) engaging in certain banking activi-
ties with respect to a digital commodity in 
the same manner as a bank is excluded 
from the definition of a broker under sec-
tion 3(a)(4) of the Securities Exchange Act 
of 1934. 
‘‘(57) DIGITAL COMMODITY CUSTODIAN.—The 
term ‘digital commodity custodian’ means an entity 
in the business of holding, maintaining, or safe-
guarding digital commodities for others. 
‘‘(58) DIGITAL COMMODITY DEALER.— 
‘‘(A) IN GENERAL.—The term ‘digital com-
modity dealer’ means any person who— 
‘‘(i) in digital commodity cash or spot 
markets— 
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‘‘(I) holds itself out as a dealer in 
a digital commodity; 
‘‘(II) makes a market in a digital 
commodity; 
‘‘(III) has an identifiable busi-
ness of dealing in a digital commodity 
as principal for its own account; or 
‘‘(IV) engages in any activity 
causing the person to be commonly 
known in the trade as a dealer or 
market maker in a digital commodity; 
‘‘(ii) has an identifiable business of 
entering into any agreement, contract, or 
transaction 
described 
in 
subsection 
(c)(2)(D)(i) involving a digital commodity; 
or 
‘‘(iii) is registered with the Commis-
sion as a digital commodity dealer. 
‘‘(B) EXCEPTION.—The term ‘digital com-
modity dealer’ does not include a person solely 
because the person— 
‘‘(i) enters into a digital commodity 
transaction with an eligible contract partic-
ipant; 
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‘‘(ii) enters into a digital commodity 
transaction on or through a registered dig-
ital commodity exchange; 
‘‘(iii) enters into a digital commodity 
transaction for the person’s own account, 
either individually or in a fiduciary capac-
ity, but not as a part of a regular business; 
‘‘(iv) enters into a digital commodity 
transaction the primary purpose of which 
is to make, send, receive, or facilitate pay-
ments, whether involving a payment service 
provider or on a peer-to-peer basis; 
‘‘(v) validates a digital commodity 
transaction, operates a node, or engages in 
similar activity to participate in facili-
tating, operating, or securing a blockchain 
system; or 
‘‘(vi) is a bank (as defined under sec-
tion 3(a) of the Securities Exchange Act of 
1934) engaging in certain banking activi-
ties with respect to a digital commodity in 
the same manner as a bank is excluded 
from the definition of a dealer under sec-
tion 3(a)(5) of the Securities Exchange Act 
of 1934. 
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‘‘(59) DIGITAL
COMMODITY
EXCHANGE.—The 
term ‘digital commodity exchange’ means a trading 
facility that offers or seeks to offer a cash or spot 
market in at least 1 digital commodity. 
‘‘(60) 
DIGITAL
ASSET-RELATED
DEFINI-
TIONS.— 
‘‘(A) SECURITIES
ACT
OF
1933.—The 
terms ‘affiliated person’, ‘blockchain system’, 
‘decentralized governance system’, ‘decentral-
ized system’, ‘digital asset’, ‘digital asset 
issuer’, ‘end user distribution’, ‘functional sys-
tem’, ‘permitted payment stablecoin’, ‘related 
person’, and ‘restricted digital asset’ have the 
meaning given the terms, respectively, under 
section 2(a) of the Securities Act of 1933 (15 
U.S.C. 77b(a)). 
‘‘(B) SECURITIES
EXCHANGE
ACT
OF 
1934.—The terms ‘digital asset broker’ and ‘dig-
ital asset dealer’ have the meaning given those 
terms, respectively, under section 3(a) of the 
Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)). 
‘‘(61) MIXED DIGITAL ASSET TRANSACTION.— 
The term ‘mixed digital asset transaction’ means an 
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agreement, contract, or transaction involving a dig-
ital commodity and— 
‘‘(A) a security; or 
‘‘(B) a restricted digital asset.’’. 
SEC. 104. DEFINITIONS UNDER THIS ACT. 
In this Act: 
(1) DEFINITIONS UNDER THE COMMODITY EX-
CHANGE
ACT.—The terms ‘‘digital commodity’’, 
‘‘digital commodity broker’’, ‘‘digital commodity 
dealer’’, ‘‘digital commodity exchange’’, and ‘‘mixed 
digital asset transaction’’ have the meaning given 
those terms, respectively, under section 1a of the 
Commodity Exchange Act (7 U.S.C. 1a). 
(2) DEFINITIONS UNDER THE SECURITIES ACT 
OF
1933.—The 
terms 
‘‘affiliated 
person’’, 
‘‘blockchain’’, ‘‘blockchain system’’, ‘‘blockchain pro-
tocol’’, ‘‘decentralized system’’, ‘‘digital asset’’, ‘‘dig-
ital asset issuer’’, ‘‘digital asset maturity date’’, 
‘‘digital asset trading system’’, ‘‘end user distribu-
tion’’, ‘‘functional system’’, ‘‘permitted payment 
stablecoin’’, ‘‘restricted digital asset’’, ‘‘securities 
laws’’, and ‘‘source code’’ have the meaning given 
those terms, respectively, under section 2(a) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)). 
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(3) DEFINITIONS UNDER THE SECURITIES EX-
CHANGE ACT OF 1934.—The terms ‘‘Bank Secrecy 
Act’’, ‘‘digital asset broker’’, ‘‘digital asset dealer’’, 
‘‘digital asset trading system’’, and ‘‘self-regulatory 
organization’’ have the meaning given those terms, 
respectively, under section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)). 
SEC. 105. RULEMAKINGS. 
(a) DEFINITIONS.—The Commodity Futures Trading 
Commission and the Securities and Exchange Commission 
shall jointly issue rules to further define the following 
terms: 
(1) 
The 
terms 
‘‘affiliated 
person’’, 
‘‘blockchain’’, ‘‘blockchain system’’, ‘‘blockchain pro-
tocol’’, ‘‘decentralized system’’, ‘‘decentralized gov-
ernance system’’, ‘‘digital asset’’, ‘‘digital asset 
issuer’’, ‘‘digital asset maturity date’’, ‘‘end user dis-
tribution’’, ‘‘functional system’’, ‘‘related person’’, 
‘‘restricted digital asset’’, and ‘‘source code’’, as de-
fined under section 2(a) of the Securities Act of 
1933. 
(2) The term ‘‘digital commodity’’, as defined 
under section 1a of the Commodity Exchange Act. 
(b) JOINT
RULEMAKING
FOR
EXCHANGES
AND 
INTERMEDIARIES.—The Commodity Futures Trading 
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Commission and the Securities and Exchange Commission 
shall jointly issue rules to exempt persons dually registered 
with the Commodity Futures Trading Commission and the 
Securities and Exchange Commission from duplicative, 
conflicting, or unduly burdensome provisions of this Act, 
the securities laws, and the Commodity Exchange Act and 
the rules thereunder, to the extent such exemption would 
foster the development of fair and orderly markets in dig-
ital assets, be necessary or appropriate in the public inter-
est, and be consistent with the protection of investors. 
(c) JOINT RULEMAKING FOR MIXED DIGITAL ASSET 
TRANSACTIONS.—The Commodity Futures Trading Com-
mission and the Securities and Exchange Commission 
shall jointly issue rules applicable to mixed digital asset 
transactions under this Act and the amendments made by 
this Act, including by further defining such term. 
(d) PROTECTION OF SELF-CUSTODY.— 
(1) IN GENERAL.—The Financial Crimes En-
forcement Network may not issue any rule or order 
that would prohibit a U.S. individual from— 
(A) maintaining a hardware wallet, soft-
ware wallet, or other means to facilitate such 
individual’s own custody of digital assets; or 
(B) conducting transactions with and self- 
custody of digital assets for any lawful purpose. 
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(2) RULE OF CONSTRUCTION.—Paragraph (1) 
may not be construed to limit the ability of Finan-
cial Crimes Enforcement Network to carry out any 
enforcement action. 
(e) JOINT RULEMAKING, PROCEDURES, OR GUID-
ANCE FOR DELISTING.—Not later than 30 days after the 
date of the enactment of this Act, the Commodity Futures 
Trading Commission and the Securities and Exchange 
Commission shall jointly issue rules, procedures, or guid-
ance (as determined appropriate by the Commissions) re-
garding the process to delist an asset for trading under 
sections 106 and 107 of this Act if the Commissions deter-
mine that the listing is inconsistent with the Commodity 
Exchange Act, the securities laws (including regulations 
under those laws), or this Act. 
(f) JOINT RULEMAKING
FOR CAPITAL REQUIRE-
MENTS.—The Commodity Futures Trading Commission 
and the Securities and Exchange Commission shall jointly 
issue rules to require a person with multiple registrations 
with the Commodity Futures Trading Commission, the 
Securities and Exchange Commission, or both such agen-
cies to maintain sufficient capital to comply with the 
stricter of any applicable capital requirements to which 
such person is subject to by reason of such registrations. 
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SEC. 106. NOTICE OF INTENT TO REGISTER FOR DIGITAL 
COMMODITY 
EXCHANGES, 
BROKERS, 
AND 
DEALERS. 
(a) IN GENERAL.— 
(1) NOTICE
OF
INTENT
TO
REGISTER.—Any 
person may file a notice of intent to register with 
the Commodity Futures Trading Commission (in 
this subsection referred to as the ‘‘Commission’’) as 
a— 
(A) digital commodity exchange, for a per-
son intending to register as a digital commodity 
exchange under section 5i of the Commodity 
Exchange Act; 
(B) digital commodity broker, for a person 
intending to register as a digital commodity 
broker under section 4u of such Act; or 
(C) digital commodity dealer, for a person 
intending to register as a digital commodity 
dealer under section 4u of such Act. 
(2) CONDITIONS.—A person filing a notice of 
intent to register under paragraph (1) shall be in 
compliance with this section if the person— 
(A) submits to the Commission and con-
tinues to materially update a statement of the 
nature of the registrations the filer intends to 
pursue; 
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(B) submits to the Commission and con-
tinues to materially update the information re-
quired by subsections (b) and (c); 
(C) complies with subsection (d); 
(D) is a member of a futures association 
registered under section 17 of the Commodity 
Exchange Act, and complies with the rules of 
the association, including the rules of the asso-
ciation pertaining to customer disclosures and 
protection of customer assets; and 
(E) pays all fees and penalties imposed on 
the person under section 510 of this Act. 
(b) DISCLOSURE
OF GENERAL INFORMATION.—A 
person filing a notice of intent to register under subsection 
(a) shall disclose to the Commission the following: 
(1) Information concerning the management of 
the person, including information describing— 
(A) the ownership and management of the 
person; 
(B) the financial condition of the person; 
(C) affiliated entities; 
(D) potential conflicts of interest; 
(E) the address of the person, including— 
(i) the place of incorporation; 
(ii) principal place of business; and 
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(iii) an address for service of process; 
and 
(F) a list of the States in which the person 
has operations. 
(2) Information concerning the operations of 
the person, including— 
(A) a general description of the person’s 
business and the terms of service for United 
States customers; 
(B) a description of the person’s account 
approval process; 
(C) any rulebook or other customer order 
fulfilment rules; 
(D) risk management procedures; 
(E) a description of the product listing 
process; and 
(F) anti-money laundering policies and 
procedures. 
(c) LISTING INFORMATION.—A person filing a notice 
of intent to register under subsection (a) shall provide to 
the Commission and the Securities and Exchange Com-
mission a detailed description of— 
(1) the specific characteristics of each digital 
asset listed or offered by the person, including infor-
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