IIB 
119TH CONGRESS 
1ST SESSION H. R. 3633 
IN THE SENATE OF THE UNITED STATES 
SEPTEMBER 18 (legislative day, SEPTEMBER 16), 2025 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To provide for a system of regulation of the offer and sale 
of digital commodities by the Securities and Exchange 
Commission and the Commodity Futures Trading Com-
mission, to amend the Federal Reserve Act to prohibit 
the Federal reserve banks from offering certain products 
or services directly to an individual, to prohibit the use 
of central bank digital currency for monetary policy, 
and for other purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLES; TABLE OF CONTENTS. 
(a) SHORT TITLES.—This Act may be cited as the 
‘‘Digital Asset Market Clarity Act of 2025’’ or the 
‘‘CLARITY Act of 2025’’ and the ‘‘Anti-CBDC Surveil-
lance State Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short titles; table of contents. 
TITLE I—DEFINITIONS; RULEMAKING; EXPEDITED 
REGISTRATION 
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. Expedited registration for digital commodity exchanges, brokers, and 
dealers; provisional status. 
Sec. 107. Commodity Exchange Act and securities laws savings provisions. 
Sec. 108. Administrative requirements. 
Sec. 109. Treatment of certain non-controlling blockchain developers. 
Sec. 110. Application of the Bank Secrecy Act. 
Sec. 111. Rule of construction. 
Sec. 112. Implementation. 
TITLE II—OFFERS AND SALES OF DIGITAL COMMODITIES 
Sec. 201. Treatment of investment contract assets. 
Sec. 202. Exempted primary transactions in digital commodities. 
Sec. 203. Treatment of secondary transactions in digital commodities that 
originally involved investment contracts. 
Sec. 204. Requirements for offers and sales of digital commodities by digital 
commodity related persons and digital commodity affiliated 
persons. 
Sec. 205. Mature blockchain system requirements. 
Sec. 206. Effective date. 
TITLE III—REGISTRATION FOR INTERMEDIARIES AT THE 
SECURITIES AND EXCHANGE COMMISSION 
Sec. 301. Treatment of digital commodities and permitted payment stablecoins. 
Sec. 302. Anti-fraud authority over permitted payment stablecoins and certain 
digital commodity transactions. 
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Sec. 303. Eligibility of alternative trading systems. 
Sec. 304. Rulemaking for dual-registered entities. 
Sec. 305. Modernization of recordkeeping requirements. 
Sec. 306. Exemptive authority. 
Sec. 307. Additional registrations with the Commodity Futures Trading Com-
mission. 
Sec. 308. Exempting digital commodities from State securities laws. 
Sec. 309. Exclusion for decentralized finance activities. 
Sec. 310. Treatment of custody activities by banking institutions. 
Sec. 311. Broker and dealer disclosures regarding the treatment of assets. 
Sec. 312. Digital commodity activities that are financial in nature. 
Sec. 313. Effective date; administration. 
Sec. 314. Educational material requirements. 
Sec. 315. Discretionary Surplus Fund. 
TITLE IV—REGISTRATION FOR DIGITAL COMMODITY INTER-
MEDIARIES AT THE COMMODITY FUTURES TRADING COMMIS-
SION 
Sec. 401. Commission jurisdiction over digital commodity transactions. 
Sec. 402. Requiring futures commission merchants to use qualified digital asset 
custodians. 
Sec. 403. Trading certification and approval for digital commodities. 
Sec. 404. Registration of digital commodity exchanges. 
Sec. 405. Qualified digital asset custodians. 
Sec. 406. Registration and regulation of digital commodity brokers and dealers. 
Sec. 407. Registration of associated persons. 
Sec. 408. Registration of commodity pool operators and commodity trading ad-
visors. 
Sec. 409. Exclusion for decentralized finance activities. 
Sec. 410. Resources for implementation and enforcement. 
Sec. 411. Requirements related to control persons. 
Sec. 412. Other tradable assets. 
Sec. 413. Conflict of interest rulemaking. 
Sec. 414. Effective date. 
Sec. 415. Sense of Congress. 
TITLE V—INNOVATION AND TECHNOLOGY IMPROVEMENTS 
Sec. 501. Findings; sense of Congress. 
Sec. 502. Strategic Hub for Innovation and Financial Technology. 
Sec. 503. Codification of LabCFTC. 
Sec. 504. Study on decentralized finance. 
Sec. 505. Study on non-fungible tokens. 
Sec. 506. Study on expanding financial literacy amongst digital commodity 
holders. 
Sec. 507. Study on financial market infrastructure improvements. 
Sec. 508. Study on blockchain in payments. 
Sec. 509. Study on illicit use of digital assets. 
Sec. 510. GAO study on certain centralized intermediaries that are primarily 
located in foreign jurisdictions. 
Sec. 511. Studies on foreign adversary participation. 
Sec. 512. Conforming amendments. 
TITLE VI—ANTI-CBDC SURVEILLANCE STATE ACT 
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Sec. 601. Short title. 
Sec. 602. Prohibition on Federal reserve banks relating to certain products or 
services for individuals and prohibition on directly issuing a 
central bank digital currency. 
Sec. 603. Prohibition on Federal reserve banks indirectly issuing a central bank 
digital currency. 
Sec. 604. Prohibition with respect to central bank digital currency. 
Sec. 605. Sense of Congress. 
TITLE 
I—DEFINITIONS; 
RULE-
MAKING; 
EXPEDITED 
REG-
ISTRATION 
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: 
‘‘(20) BLOCKCHAIN.—The term ‘blockchain’ 
means— 
‘‘(A) any technology— 
‘‘(i) where data is— 
‘‘(I) shared across a network to 
create a distributed ledger of inde-
pendently verifiable transactions or in-
formation among network partici-
pants; 
‘‘(II) linked using cryptography 
to maintain the integrity of the dis-
tributed ledger and to execute other 
functions; and 
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‘‘(III) propagated among network 
participants to reach consensus on the 
state of the distributed ledger and any 
other functions; and 
‘‘(ii) composed of source code that is 
publicly available; and 
‘‘(B) any similar technology to the tech-
nology described in subparagraph (A). 
‘‘(21) BLOCKCHAIN
APPLICATION.—The term 
‘blockchain application’ means any executable soft-
ware that is deployed to a blockchain and composed 
of source code that is publicly available, including a 
smart contract or any network of smart contracts, or 
other similar technology. 
‘‘(22) 
BLOCKCHAIN
PROTOCOL.—The 
term 
‘blockchain protocol’ means publicly available source 
code of a blockchain that is executed by the network 
participants of a blockchain to facilitate its func-
tioning, or other similar technology. 
‘‘(23) 
BLOCKCHAIN
SYSTEM.—The 
term 
‘blockchain system’ means any blockchain, together 
with its blockchain protocol or any blockchain appli-
cation or network of blockchain applications. 
‘‘(24) 
DECENTRALIZED
GOVERNANCE
SYS-
TEM.— 
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‘‘(A) IN GENERAL.—The term ‘decentral-
ized governance system’ means, with respect to 
a blockchain system, any transparent, rules- 
based system permitting persons to form con-
sensus or reach agreement in the development, 
provision, publication, maintenance, or adminis-
tration of such blockchain system, where par-
ticipation is not limited to, or under the effec-
tive control of, any person or group of persons 
under common control. 
‘‘(B) RELATIONSHIP OF PERSONS TO DE-
CENTRALIZED
GOVERNANCE
SYSTEMS.—With 
respect to a decentralized governance system, 
the decentralized governance system and any 
persons participating in the decentralized gov-
ernance system shall be treated as separate per-
sons unless such persons are under common 
control or acting pursuant to an agreement to 
act in concert. 
‘‘(C) LEGAL
ENTITIES
FOR
DECENTRAL-
IZED
GOVERNANCE
SYSTEMS.—The term ‘de-
centralized governance system’ shall include a 
legal entity used to implement the rules-based 
system described in subparagraph (A), provided 
that the legal entity does not operate pursuant 
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to centralized management. For the purposes of 
this subparagraph, the delegation of ministerial 
or administrative authority at the direction of 
the participants in a decentralized governance 
system shall not be construed to be centralized 
management. 
‘‘(25) DIGITAL ASSET.—The term ‘digital asset’ 
means any digital representation of value which is 
recorded on a cryptographically-secured distributed 
ledger or other similar technology. 
‘‘(26) 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). 
‘‘(27) DIGITAL COMMODITY AFFILIATED PER-
SON.—The term ‘digital commodity affiliated per-
son’— 
‘‘(A) means a person (including a digital 
commodity related person) that, with respect to 
any digital commodity— 
‘‘(i) acquires or has any right to ac-
quire 5 percent or more of the total out-
standing units of such digital commodity 
from a digital commodity issuer or an 
agent or underwriter thereof; 
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‘‘(ii) is a founder of the digital com-
modity issuer; or 
‘‘(iii) is an executive officer, director, 
trustee, general partner, or person serving 
in a similar capacity of the digital com-
modity issuer or held such role at any 
point in the previous 12-month period; and 
‘‘(B) does not include a decentralized gov-
ernance system. 
‘‘(28) DIGITAL COMMODITY ISSUER.— 
‘‘(A) IN GENERAL.—With respect to a dig-
ital commodity, the term ‘digital commodity 
issuer’ means any person that— 
‘‘(i) issues or causes to be issued, or 
proposes to issue or cause to be issued, a 
unit of such digital commodity to a person; 
or 
‘‘(ii) offers or sells a right to a future 
issuance of a unit of such digital com-
modity to a person. 
‘‘(B) PROHIBITION ON EVASION.—It shall 
be unlawful for any person to knowingly evade 
classification as a ‘digital commodity issuer’ 
and facilitate an arrangement for the primary 
purpose of effecting an offer, sale, distribution, 
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or other issuance of a digital commodity, in-
cluding via any arrangement involving the 
transfer of intellectual property associated with 
the blockchain system to which the digital com-
modity relates. 
‘‘(29) DIGITAL
COMMODITY
RELATED
PER-
SON.— 
‘‘(A) IN GENERAL.—With respect to a dig-
ital commodity issuer, the term ‘digital com-
modity related person’— 
‘‘(i) means a person— 
‘‘(I) that is or was in the pre-
vious 6-month period a promoter, sen-
ior employee, advisory board member, 
consultant, advisor, or person serving 
in a similar capacity; or 
‘‘(II) that acquires or has any 
right to acquire 1 percent or more of 
the total outstanding units of such 
digital commodity from a digital com-
modity issuer or an agent or under-
writer thereof; and 
‘‘(ii) does not include a decentralized 
governance system. 
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‘‘(B) SENIOR
EMPLOYEE
DEFINED.—In 
this paragraph and with respect to a digital 
commodity issuer, the term ‘senior employee’ 
means any employee materially involved in the 
management of the digital commodity issuer, 
including management of the development of 
the blockchain system to which the digital com-
modity relates. 
‘‘(30) END USER DISTRIBUTION.— 
‘‘(A) IN GENERAL.—The term ‘end user 
distribution’ means a distribution of a unit of 
a digital commodity that— 
‘‘(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 and eq-
uitable 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 com-
modity or any blockchain system to 
which the digital commodity relates; 
‘‘(II) for activities directly related 
to the operation of the blockchain sys-
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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 commodity, in propor-
tion to the total units of such other 
digital commodity as are held by each 
person. 
‘‘(B) PROTOCOL
CONSENSUS
PARTICIPA-
TION.—The term ‘end user distribution’ in-
cludes the following: 
‘‘(i) SELF STAKING.—The distribution 
of a unit of a digital commodity as a pro-
grammatic result of validating or staking 
activity for a blockchain system’s con-
sensus mechanism, including the staking of 
a digital commodity and the operation of a 
node or validator for such activity where 
the owner of the staked digital commodity 
and operator of the node or validator are 
the same person or entity. 
‘‘(ii) SELF-CUSTODIAL STAKING WITH 
A
THIRD
PARTY.—The distribution of a 
unit of a digital commodity as a pro-
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grammatic result of validating or staking 
activity for a blockchain system’s con-
sensus mechanism, including the staking of 
a digital commodity and the operation of a 
node or validator for such activity where— 
‘‘(I) the owner of the staked dig-
ital commodity and operator of the 
node or validator for such activity are 
different persons or entities; and 
‘‘(II) the operator of the node or 
validator does not maintain custody or 
control of the staked digital com-
modity. 
‘‘(iii) CUSTODIAL
AND
ANCILLARY 
STAKING SERVICES.—Subject to the rules 
issued pursuant to subparagraph (C), the 
provision of custodial or ancillary staking 
services enabling the owner of a digital 
commodity to participate in validating or 
staking activity for a blockchain system’s 
consensus mechanism that results in the 
programmatic distribution of a unit of a 
digital commodity, provided that such cus-
todial or ancillary services are exclusively 
administrative or ministerial in nature. 
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‘‘(C) RULEMAKING TO DEFINE THE CUS-
TODIAL AND ANCILLARY STAKING SERVICES.— 
Not later than 270 days after the date of the 
enactment of this paragraph, the Commission 
shall issue rules defining the custodial and an-
cillary staking services described in subpara-
graph (B)(iii) that are exclusively administra-
tive or ministerial in nature, consistent with 
what is necessary or appropriate for the public 
interest or for the protection of investors. 
‘‘(31) MATURE
BLOCKCHAIN
SYSTEM.—The 
term ‘mature blockchain system’ means a blockchain 
system, together with its related digital commodity, 
that is not controlled by any person or group of per-
sons under common control. 
‘‘(32) PERMITTED
PAYMENT
STABLECOIN.— 
The term ‘permitted payment stablecoin’ means a 
payment stablecoin (as defined in section 2 of the 
GENIUS Act) issued by a permitted payment 
stablecoin issuer. 
‘‘(33) 
PERMITTED
PAYMENT
STABLECOIN 
ISSUER.—The term ‘permitted payment stablecoin 
issuer’ has the meaning given that term in section 
2 of the GENIUS Act.’’. 
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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— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(2) 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 
‘‘(C) subchapter II of chapter 53 of title 
31, United States Code. 
‘‘(83) ADDITIONAL
DIGITAL
COMMODITY-RE-
LATED TERMS.— 
‘‘(A) SECURITIES
ACT
OF
1933.—The 
terms ‘blockchain system’, ‘decentralized gov-
ernance system’, ‘digital asset’, ‘digital com-
modity affiliated person’, ‘digital commodity 
issuer’, ‘digital commodity related person’, ‘end 
user distribution’, ‘mature blockchain system’, 
‘permitted payment stablecoin’, and ‘permitted 
payment stablecoin issuer’ have the meaning 
given those terms, respectively, under section 
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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’, ‘digital com-
modity exchange’, ‘decentralized finance mes-
saging system’, and ‘decentralized finance trad-
ing protocol’ 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. 
(a) IN GENERAL.—Section 1a of the Commodity Ex-
change Act (7 U.S.C. 1a) is amended— 
(1) in paragraph (10)— 
(A) in subparagraph (A)— 
(i) by redesignating clauses (iii) and 
(iv) as clauses (iv) and (v), respectively; 
and 
(ii) by inserting after clause (ii) the 
following: 
‘‘(iii) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
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‘‘(B) EXCLUSION.—For purposes of this 
paragraph, the term ‘trading in commodity in-
terests’ shall not include transacting in digital 
commodities for the purpose of— 
‘‘(i) acting as a digital commodity 
custodian; 
‘‘(ii) establishing, maintaining, or 
managing inventory or payment instru-
ments for commercial purposes; or 
‘‘(iii) maintaining or supporting the 
operation of, or validating transactions on, 
a blockchain system.’’; 
(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: 
‘‘(III) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
‘‘(B) EXCLUSION.—For purposes of this 
paragraph, the term ‘trading in commodity in-
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terests’ shall not include transacting in digital 
commodities for the purpose of— 
‘‘(i) acting as a digital commodity 
custodian; 
‘‘(ii) establishing, maintaining, or 
managing inventory or payment instru-
ments for commercial purposes; or 
‘‘(iii) maintaining or supporting the 
operation of, or validating transactions on, 
a blockchain system.’’; 
(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) by redesignating paragraphs (16) through 
(51) as paragraphs (17) through (52), respectively, 
and inserting after paragraph (15) the following: 
‘‘(16) TERMS RELATED TO DIGITAL COMMOD-
ITIES.— 
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‘‘(A) ASSOCIATED PERSON OF A DIGITAL 
COMMODITY BROKER.— 
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), the term ‘associated 
person of a digital commodity broker’ 
means a person who is associated with a 
digital commodity broker as a partner, of-
ficer, employee, or agent (or any person oc-
cupying a similar status or performing 
similar functions) in any capacity that in-
volves— 
‘‘(I) the solicitation or acceptance 
of an order for the purchase or sale of 
a digital commodity; or 
‘‘(II) the supervision of any per-
son engaged in the solicitation or ac-
ceptance of an order for the purchase 
or sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘associ-
ated person of a digital commodity broker’ 
does not include any person associated 
with a digital commodity broker the func-
tions of which are solely clerical or ministe-
rial. 
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‘‘(B) ASSOCIATED PERSON OF A DIGITAL 
COMMODITY DEALER.— 
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), the term ‘associated 
person of a digital commodity dealer’ 
means a person who is associated with a 
digital commodity dealer as a partner, offi-
cer, employee, or agent (or any person oc-
cupying a similar status or performing 
similar functions) in any capacity that in-
volves— 
‘‘(I) the solicitation or acceptance 
of a contract for the purchase or sale 
of a digital commodity; or 
‘‘(II) the supervision of any per-
son engaged in the solicitation or ac-
ceptance of a contract for the pur-
chase or sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘associ-
ated person of a digital commodity dealer’ 
does not include any person associated 
with a digital commodity dealer the func-
tions of which are solely clerical or ministe-
rial. 
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‘‘(C) BANK
SECRECY
ACT.—The term 
‘Bank Secrecy Act’ means— 
‘‘(i) section 21 of the Federal Deposit 
Insurance Act (12 U.S.C. 1829b); 
‘‘(ii) chapter 2 of title I of Public Law 
91–508 (12 U.S.C. 1951 et seq.); and 
‘‘(iii) subchapter II of chapter 53 of 
title 31, United States Code. 
‘‘(D) 
DECENTRALIZED
FINANCE
MES-
SAGING SYSTEM.— 
‘‘(i) IN GENERAL.—The term ‘decen-
tralized finance messaging system’ means 
a software application that provides a user 
with the ability to create or submit an in-
struction, communication, or message to a 
decentralized finance trading protocol for 
the purpose of executing a transaction by 
the user. 
‘‘(ii) ADDITIONAL
REQUIREMENTS.— 
The term ‘decentralized finance messaging 
system’ does not include any system that 
provides any person other than the user 
with control over— 
‘‘(I) the funds of the user; or 
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‘‘(II) the execution of the trans-
action of the user. 
‘‘(E) DECENTRALIZED FINANCE TRADING 
PROTOCOL.— 
‘‘(i) IN GENERAL.—The term ‘decen-
tralized finance trading protocol’ means a 
blockchain system through which multiple 
participants can execute a financial trans-
action— 
‘‘(I) in accordance with an auto-
mated rule or algorithm that is pre-
determined and non-discretionary; and 
‘‘(II) without reliance on any 
other person to maintain control of 
the digital assets of the user during 
any part of the financial transaction. 
‘‘(ii) EXCLUSIONS.— 
‘‘(I) IN
GENERAL.—The term 
‘decentralized finance trading pro-
tocol’ does not include a blockchain 
system if— 
‘‘(aa) a person or group of 
persons under common control or 
acting pursuant to an agreement 
to act in concert has the author-
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ity, directly or indirectly, through 
any contract, arrangement, un-
derstanding, relationship, or oth-
erwise, to control or materially 
alter the functionality, operation, 
or rules of consensus or agree-
ment of the blockchain system; or 
‘‘(bb) the blockchain system 
does not operate, execute, and 
enforce its operations and trans-
actions based solely on pre-estab-
lished, transparent rules encoded 
directly within the source code of 
the blockchain system. 
‘‘(II) SPECIAL RULE.—For pur-
poses of subclause (I), a decentralized 
governance system shall not be consid-
ered to be a person or a group of per-
sons under common control or acting 
pursuant to an agreement to act in 
concert. 
‘‘(F) DIGITAL COMMODITY.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity’ means a digital asset that is 
intrinsically linked to a blockchain system, 
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and the value of which is derived from or 
is reasonably expected to be derived from 
the use of the blockchain system. 
‘‘(ii) 
RELATIONSHIP
TO
A 
BLOCKCHAIN
SYSTEM.—For purposes of 
this subparagraph, a digital asset is intrin-
sically linked to a blockchain system if the 
digital asset is directly related to the 
functionality or operation of the blockchain 
system or to the activities or services for 
which the blockchain system is created or 
utilized, including where the digital asset 
is— 
‘‘(I) issued or generated by the 
programmatic 
functioning 
of 
the 
blockchain system; 
‘‘(II) used to transfer value be-
tween participants in the blockchain 
system; 
‘‘(III) used to access the activi-
ties or services of the blockchain sys-
tem; 
‘‘(IV) used to participate in the 
decentralized governance system of 
the blockchain system; 
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‘‘(V) used or removed from cir-
culation in whole or in part to pay 
fees or otherwise verify or validate 
transactions on the blockchain system; 
‘‘(VI) used as payment or incen-
tive to participants in the blockchain 
system to engage in the activities of 
the blockchain system, provide serv-
ices to other participants in the 
blockchain system, or otherwise par-
ticipate in the functionality of the 
blockchain system; or 
‘‘(VII) used as payment or incen-
tive to participants in the blockchain 
system to validate transactions, secure 
the blockchain system, provide com-
putational services, maintain or dis-
tribute information, or otherwise par-
ticipate in the operations of the 
blockchain system. 
‘‘(iii) EXCLUSION.—The term ‘digital 
commodity’ does not include any of the fol-
lowing: 
‘‘(I) SECURITY.— 
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‘‘(aa) Any security, other 
than a note, an investment con-
tract, or a certificate of interest 
or participation in any profit- 
sharing agreement. 
‘‘(bb) A note, an investment 
contract, or a certificate of inter-
est or participation in any profit- 
sharing agreement that— 
‘‘(AA) 
represents 
or 
gives the holder an owner-
ship interest or other inter-
est in the revenues, profits, 
obligations, debts, assets, or 
assets or debts to be ac-
quired of the issuer of the 
digital asset or another per-
son (other than a decentral-
ized governance system); 
‘‘(BB) makes the hold-
er a creditor of the issuer of 
the digital asset or another 
person; or 
‘‘(CC) 
represents 
or 
gives the holder the right to 
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receive interest or the return 
of principal from the issuer 
of the digital asset or an-
other person. 
‘‘(II) SECURITY DERIVATIVE.—A 
digital asset that, based on its terms 
and other characteristics, is, rep-
resents, or is functionally equivalent 
to an agreement, contract, or trans-
action that is— 
‘‘(aa) a security future, as 
defined in section 2a of the Secu-
rities Act of 1933; 
‘‘(bb) a security-based swap, 
as defined in section 2a of the 
Securities Act of 1933; 
‘‘(cc) a put, call, straddle, 
option, or privilege on any secu-
rity, certificate of deposit, or 
group or index of securities (in-
cluding any interest therein or 
based on the value thereof), as 
defined in section 2a of the Secu-
rities Act of 1933; or 
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‘‘(dd) a put, call, straddle, 
option, or privilege on any secu-
rity, as defined in section 2a of 
the Securities Act of 1933. 
‘‘(III) 
PERMITTED
PAYMENT 
STABLECOIN.—A digital asset that is 
a permitted payment stablecoin. 
‘‘(IV) BANKING DEPOSIT.— 
‘‘(aa) A deposit (as defined 
under section 3 of the Federal 
Deposit 
Insurance 
Act 
(12 
U.S.C. 1813)), regardless of the 
technology used to record the de-
posit. 
‘‘(bb) An account (as de-
fined in section 101 of the Fed-
eral Credit Union Act (12 U.S.C. 
1752)), regardless of the tech-
nology used to record the ac-
count. 
‘‘(V) 
COMMODITY.—A 
digital 
asset that references, represents an 
interest in, or is functionally equiva-
lent to— 
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‘‘(aa) an agricultural com-
modity; 
‘‘(bb) 
an 
excluded 
com-
modity, other than a security; or 
‘‘(cc) an exempt commodity, 
other than the digital commodity 
itself, as shall be further defined 
by the Commission. 
‘‘(VI) 
COMMODITY
DERIVA-
TIVE.—A digital asset that, based on 
its terms and other characteristics, is, 
represents, or is functionally equiva-
lent to an agreement, contract, or 
transaction that is— 
‘‘(aa) a contract of sale of a 
commodity for future delivery or 
an option thereon; 
‘‘(bb) a security futures 
product; 
‘‘(cc) a swap; 
‘‘(dd) an agreement, con-
tract, or transaction described in 
section 2(c)(2)(C)(i) or section 
2(c)(2)(D)(i); 
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‘‘(ee) a commodity option 
authorized under section 4c; or 
‘‘(ff) a leverage transaction 
authorized under section 19. 
‘‘(VII) POOLED INVESTMENT VE-
HICLE.— 
‘‘(aa) IN GENERAL.—A dig-
ital asset not described by sub-
clause (I) that, based on its 
terms and other characteristics, 
is, represents, or is functionally 
equivalent to an interest in— 
‘‘(AA) 
a 
commodity 
pool, as defined in this Act; 
or 
‘‘(BB) a pooled invest-
ment vehicle. 
‘‘(bb) POOLED INVESTMENT 
VEHICLE DEFINED.—In this sub-
clause, the term ‘pooled invest-
ment vehicle’ means— 
‘‘(AA) any investment 
company as defined in sec-
tion 3(a) of the Investment 
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Company Act of 1940 (15 
U.S.C. 80a–3(a)); 
‘‘(BB) any company (as 
defined in section 2 of such 
Act (15 U.S.C. 80a–2)) that 
would 
be 
an 
investment 
company under section 3(a) 
of such Act but for the ex-
clusions provided from that 
definition by section 3(c) of 
such Act, if for purposes of 
this subclause the company 
were assumed to be an 
issuer (as defined in section 
2 of such Act); or 
‘‘(CC) any entity or 
person that is not an invest-
ment company but holds or 
will hold assets other than 
securities. 
‘‘(VIII) 
GOOD, 
COLLECTIBLE, 
AND
OTHER
NON-COMMODITY 
ASSET.—A digital asset that has 
value, utility, or significance beyond 
its mere existence as a digital asset, 
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including the digital equivalent of a 
tangible or intangible good, such as— 
‘‘(aa) a work of art, a musi-
cal composition, a literary work, 
or other intellectual property; 
‘‘(bb) collectibles, merchan-
dise, virtual land, and video game 
assets; 
‘‘(cc) affinity, rewards, or 
loyalty points, including airline 
miles or credit card points, that 
are not primarily speculative in 
nature; or 
‘‘(dd) rights, licenses, and 
tickets. 
‘‘(iv) RULE OF CONSTRUCTION.—No 
presumption shall exist that a digital asset 
is a security, nor shall a digital asset be 
excluded from being a digital commodity 
pursuant to clause (iii)(I), solely due to— 
‘‘(I) the digital asset providing 
voting or economic rights with respect 
to the blockchain system to which the 
digital asset relates or the decentral-
ized 
governance 
system 
of 
the 
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blockchain system to which the digital 
asset relates; 
‘‘(II) the value of the digital 
asset having the potential to appre-
ciate or depreciate in response to the 
efforts, operations, or financial per-
formance of the blockchain system to 
which the digital asset relates or the 
decentralized governance system of 
the blockchain system to which the 
digital asset relates; or 
‘‘(III) the value of the digital 
asset appreciating or depreciating due 
to the use of the blockchain system to 
which the digital asset relates or the 
decentralized governance system of 
the blockchain system to which the 
digital asset relates. 
‘‘(G) DIGITAL COMMODITY BROKER.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity broker’ means any person who, 
as a regular business— 
‘‘(I) is engaged in— 
‘‘(aa) soliciting or accepting 
an order from a customer for— 
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‘‘(AA) the purchase or 
sale of a digital commodity; 
or 
‘‘(BB) an agreement, 
contract, or transaction de-
scribed 
in 
section 
2(c)(2)(D)(iv); and 
‘‘(bb) in conjunction with 
the activities in item (aa), ac-
cepts or maintains control over— 
‘‘(AA) the funds of any 
customer; or 
‘‘(BB) the execution of 
any transaction of a cus-
tomer; 
‘‘(II) is engaged in soliciting or 
accepting orders from a customer for 
the purchase or sale of a unit of a 
digital commodity on or subject to the 
rules of a registered entity; or 
‘‘(III) is registered with the Com-
mission 
as 
a 
digital 
commodity 
broker. 
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‘‘(ii) EXCEPTIONS.—The term ‘digital 
commodity broker’ does not include a per-
son solely because the person— 
‘‘(I) solicits or accepts an order 
described in clause (i)(I)(aa)(AA) 
from a customer who is an eligible 
contract participant; 
‘‘(II) enters into 1 or more dig-
ital commodity transactions that are 
attributable or solely incidental to 
making, sending, receiving, or facili-
tating payments, whether involving a 
payment service provider or on a peer- 
to-peer basis; or 
‘‘(III) is a bank (as defined 
under section 3(a) of the Securities 
Exchange Act of 1934) engaging in 
certain banking activities with respect 
to a digital commodity in the same or 
a similar manner as a bank is ex-
cluded from the definition of a broker 
under such section, as determined by 
the Commission. 
‘‘(iii) 
FURTHER
DEFINITION.—The 
Commission, by rule or regulation, may ex-
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clude from the term ‘digital commodity 
broker’ any person or class of persons if 
the Commission determines that the rule 
or regulation will effectuate the purposes 
of this Act. 
‘‘(H) DIGITAL COMMODITY DEALER.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity dealer’ means any person who, 
as a regular business— 
‘‘(I) is, or offers to be a 
counterparty to a person for the pur-
chase or sale of a digital commodity 
as a regular business, and in conjunc-
tion with the activities, accepts or 
maintains control over the funds of 
any counterparty; or 
‘‘(II) is registered with the Com-
mission as a digital commodity dealer. 
‘‘(ii) EXCEPTION.—The term ‘digital 
commodity dealer’ does not include a per-
son solely because the person— 
‘‘(I) 
is 
or 
offers 
to 
be 
a 
counterparty to a person who is an el-
igible contract participant; 
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‘‘(II) enters into a digital com-
modity transaction with an eligible 
contract participant; 
‘‘(III) enters into a digital com-
modity transaction on or through a 
registered 
digital 
commodity 
ex-
change, with a registered digital com-
modity broker, or through a decentral-
ized finance trading protocol; 
‘‘(IV) enters into a digital com-
modity transaction for the person’s 
own account, either individually or in 
a fiduciary capacity, but not as a part 
of a regular business; 
‘‘(V) enters into 1 or more digital 
commodity transactions that are at-
tributable or solely incidental to mak-
ing, sending, receiving, or facilitating 
payments, whether involving a pay-
ment service provider or on a peer-to- 
peer basis; or 
‘‘(VI) is a bank (as defined under 
section 3(a) of the Securities Ex-
change Act of 1934) engaging in cer-
tain banking activities with respect to 
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a digital commodity in the same or a 
similar manner as a bank is excluded 
from the definition of a dealer under 
section 3(a)(5) of such Act, as deter-
mined by the Commission. 
‘‘(iii) 
FURTHER
DEFINITION.—The 
Commission, by rule or regulation, may ex-
clude from the term ‘digital commodity 
dealer’ any person or class of persons if 
the Commission determines that the rule 
or regulation will effectuate the purposes 
of this Act. 
‘‘(I) 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 com-
modity. 
‘‘(J) 
MIXED
DIGITAL
ASSET
TRANS-
ACTION.—The term ‘mixed digital asset trans-
action’ means a transaction in which a digital 
commodity is traded for a security. 
‘‘(K) TERMS DEFINED UNDER THE SECU-
RITIES ACT OF 1933.—The terms ‘blockchain 
system’, ‘decentralized governance system’, ‘dig-
ital asset’, ‘digital commodity issuer’, ‘digital 
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commodity affiliated person’, ‘digital commodity 
related person’, ‘end user distribution’, ‘mature 
blockchain 
system’, 
‘permitted 
payment 
stablecoin’, and ‘permitted payment stablecoin 
issuer’ have the meaning given those terms, re-
spectively, under section 2(a) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)).’’; and 
(5) in paragraph (41) (as so redesignated by 
paragraph (4) of this subsection)— 
(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: 
‘‘(G) a digital commodity exchange reg-
istered under section 5i.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) Each of the following provisions of law is 
amended 
by 
striking 
‘‘1a(18)’’ 
and 
inserting 
‘‘1a(19)’’: 
(A) Section 4s(h)(5)(A)(i) of the Com-
modity Exchange Act (7 U.S.C. 6s(h)(5)(A)(i)). 
(B) Section 5(e) of the Securities Act of 
1933 (15 U.S.C. 77e(e)). 
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messaging system’’, ‘‘decentralized finance trading 
protocol’’, ‘‘digital commodity’’, ‘‘digital commodity 
broker’’, ‘‘digital commodity dealer’’, ‘‘digital com-
modity exchange’’, and ‘‘mixed digital asset trans-
action’’ have the meaning given those terms, respec-
tively, under section 1a of the Commodity Exchange 
Act (7 U.S.C. 1a). 
(2) DEFINITIONS UNDER THE SECURITIES ACT 
OF 1933.—The terms ‘‘blockchain’’, ‘‘blockchain sys-
tem’’, ‘‘blockchain protocol’’, ‘‘decentralized govern-
ance system’’, ‘‘digital asset’’, ‘‘digital commodity 
issuer’’, ‘‘end user distribution’’, ‘‘mature blockchain 
system’’, ‘‘permitted payment stablecoin’’, and ‘‘per-
mitted payment stablecoin issuer’’ have the meaning 
given those terms, respectively, under section 2(a) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)). 
(3) DEFINITIONS UNDER THE SECURITIES EX-
CHANGE ACT OF 1934.—The terms ‘‘Bank Secrecy 
Act’’, ‘‘securities laws’’, and ‘‘self-regulatory organi-
zation’’ have the meaning given those terms, respec-
tively, under section 3(a) of the Securities Exchange 
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 
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shall jointly issue rules to further define the following 
terms: 
(1) The terms— 
(A) ‘‘blockchain’’, ‘‘blockchain applica-
tion’’, ‘‘blockchain system’’, ‘‘blockchain pro-
tocol’’, 
‘‘decentralized 
governance 
system’’, 
‘‘digital commodity affiliated person’’, ‘‘digital 
commodity issuer’’, ‘‘digital commodity related 
person’’, ‘‘end user distribution’’, and ‘‘mature 
blockchain system’’, as defined under section 
2(a) of the Securities Act of 1933; 
(B) ‘‘unilateral authority’’, as such term is 
used in section 42 of the Securities Exchange 
Act of 1934 and section 1a of the Commodity 
Exchange Act; and 
(C) ‘‘programmatic functioning’’, as such 
term is used in sections 4C of the Securities 
Act of 1933, section 42 of the Securities Ex-
change Act of 1934, and section 1a of the Com-
modity Exchange Act. 
(2) The terms ‘‘digital commodity’’, ‘‘decentral-
ized finance messaging system’’, and ‘‘decentralized 
finance trading protocol’’, as defined under section 
1a of the Commodity Exchange Act. 
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(b) JOINT RULEMAKING FOR MIXED DIGITAL ASSET 
TRANSACTIONS.—The Securities and Exchange Commis-
sion and the Commodity Futures Trading 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. 
(c) PROTECTION OF SELF-CUSTODY.— 
(1) IN GENERAL.—A United States individual 
shall retain the right to— 
(A) maintain a hardware wallet or software 
wallet for the purpose of facilitating the individ-
ual’s own lawful custody of digital assets; and 
(B) engage in direct, peer-to-peer trans-
actions in digital assets with another individual 
or entity for the individual’s own lawful pur-
poses using a hardware wallet or software wal-
let, if— 
(i) such other individual or entity is 
not a financial institution (as defined in 
section 5312 of title 31, United States 
Code); and 
(ii) the transactions do not involve 
any property or interests in property that 
are blocked pursuant to, or are otherwise 
prohibited by, United States sanctions. 
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(2) APPLICATION.—This subsection— 
(A) applies solely to personal use by indi-
viduals; and 
(B) does not apply to individuals acting in 
a custodial or fiduciary capacity for others. 
(3) RULE OF CONSTRUCTION.—Nothing in this 
subsection shall be construed to limit the authority 
of the Secretary of the Treasury, the Securities and 
Exchange Commission, the Commodity Futures 
Trading Commission, the Board of Governors of the 
Federal Reserve System, the Comptroller of the Cur-
rency, the Federal Deposit Insurance Corporation, 
or the National Credit Union Administration to 
carry out any enforcement action or special measure 
authorized under applicable law, including— 
(A) the Bank Secrecy Act, section 9714 of 
the Combating Russian Money Laundering Act 
(31 U.S.C. 5318A note), and section 7213A of 
the Fentanyl Sanctions Act (21 U.S.C. 2313a); 
or 
(B) any other law relating to illicit finance, 
money laundering, terrorism financing, or 
United States sanctions. 
(d) JOINT RULEMAKING, PROCEDURES, OR GUID-
ANCE FOR DELISTING.—Not later than 180 days after the 
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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 
section 106 if the Commissions determine that the listing 
is inconsistent with the Commodity Exchange Act, the se-
curities laws (including regulations under those laws), or 
this Act. 
(e) JOINT RULES FOR PORTFOLIO MARGINING DE-
TERMINATIONS.— 
(1) IN
GENERAL.—Not later than 360 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 describing the process for persons reg-
istered with either such Commission to seek a joint 
order or determination with respect to margin, cus-
tomer protection, segregation, or other requirements 
as necessary to facilitate portfolio margining of secu-
rities (including related extensions of credit), secu-
rity-based swaps, contracts for future delivery, op-
tions on a contract for future delivery, swaps, and 
digital commodities, or any subset thereof, in— 
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(A) a securities account carried by a reg-
istered broker or dealer or a security-based 
swap account carried by a registered security- 
based swap dealer; 
(B) a futures or cleared swap account car-
ried by a registered futures commission mer-
chant; 
(C) a swap account carried by a swap deal-
er; or 
(D) a digital commodity account carried by 
a registered digital commodity broker or digital 
commodity dealer that is also registered in such 
other capacity as is necessary to also carry the 
other customer or counterparty positions being 
held in the account. 
(2) PROCESS.—With respect to a joint order or 
determination described in paragraph (1), the rules 
required to be issued pursuant to paragraph (1) 
shall require— 
(A) the joint order or determination to be 
issued only if the order or determination is in 
the public interest and provides for the appro-
priate protection of customers; 
(B) applicants to file a standard applica-
tion, in a form and manner determined by the 
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Securities and Exchange Commission and the 
Commodity 
Futures 
Trading 
Commission, 
which shall include the information necessary to 
make the joint order or determination; 
(C) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to make a final determination not later 
than 270 days after the filing of a completed 
application; 
(D) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to consider the public interest of the 
joint order or determination through the solici-
tation of public comments; and 
(E) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to consult with other relevant foreign or 
domestic regulators, including the Board of 
Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation, and the 
Office of the Comptroller of the Currency, as 
appropriate. 
(f) CAPITAL REQUIREMENTS TO ADDRESS NETTING 
AGREEMENTS.—No later than 360 days following the date 
of enactment of this Act, the Board of Governors of the 
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Federal Reserve System, the Comptroller of the Currency, 
and the Federal Deposit Insurance Corporation shall de-
velop risk-based and leverage capital requirements for in-
sured depository institutions, depository institution hold-
ing companies, and nonbank financial companies super-
vised by the Board of Governors that address netting 
agreements that provide for termination and close-out net-
ting across multiple types of financial transactions, con-
sistent with subsection (e), in the event of a counterparty’s 
default. 
SEC. 106. EXPEDITED REGISTRATION FOR DIGITAL COM-
MODITY EXCHANGES, BROKERS, AND DEAL-
ERS; PROVISIONAL STATUS. 
(a) REGISTRATION.— 
(1) IN GENERAL.—Unless exempted from reg-
istration, a person shall not act as a digital com-
modity broker, digital commodity dealer, or digital 
commodity exchange after the end of the 90-day pe-
riod beginning on the date the process described in 
paragraph (2) is adopted by the Commodity Futures 
Trading Commission, unless, as the case may be, the 
person is registered as a— 
(A) digital commodity broker pursuant to 
section 4u of the Commodity Exchange Act; 
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(B) digital commodity dealer pursuant to 
section 4u of the Commodity Exchange Act; or 
(C) digital commodity exchange pursuant 
to section 5i of the Commodity Exchange Act. 
(2) EXPEDITED
PROCESS.—Within 180 days 
after the date of the enactment of this Act, the 
Commodity Futures Trading Commission shall 
adopt, by rule, regulation, or order, a process for ex-
pedited registration of persons required to be reg-
istered pursuant to paragraph (1). 
(b) PROVISIONAL STATUS.— 
(1) IN GENERAL.—A person who is registered 
in accordance with subsection (a) of this section 
shall be in provisional status until— 
(A) in the case of a digital commodity 
broker or dealer, 270 days after the final effec-
tive date of the rulemakings required under sec-
tion 4u of the Commodity Exchange Act; or 
(B) in the case of a digital commodity ex-
change, 270 days after the final effective date 
of the rulemakings required under section 5i of 
such Act. 
(2) PAYMENT
OF
FEES.—A person in provi-
sional status shall pay all fees and penalties required 
under section 410. 
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(c) OPERATIONS PRIOR TO REGULATIONS.— 
(1) REQUIREMENTS.—A person in provisional 
status shall be subject to the requirements of this 
section and the Commodity Exchange Act and any 
rules or regulations promulgated under this section 
or the Commodity Exchange Act, as applicable. 
(2) LISTINGS.— 
(A) IN GENERAL.—Except as provided in 
subparagraph (B), a person in provisional sta-
tus may continue to offer, solicit, trade, facili-
tate, execute, clear, report, or otherwise deal in 
any digital asset offered on or through the fa-
cilities of the person before the date of registra-
tion under this section, until such time as the 
joint rulemaking on definitions required under 
section 105(a) is effective. 
(B) DELISTING.—Before the effective date 
of the joint rulemaking on definitions under 
section 105(a), a person in provisional status 
shall cease offering, soliciting, trading, facili-
tating, executing, clearing, reporting, or other-
wise dealing in any digital asset required to be 
delisted pursuant to a joint delisting process es-
tablished under section 105(d). 
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(3) EXEMPTIVE AUTHORITY.—In order to pro-
mote responsible innovation and fair competition, or 
protect customers, the Commodity Futures Trading 
Commission may exempt any persons or class of per-
sons registered pursuant to subsection (a) and in 
provisional status pursuant to subsection (b) from 
any requirements of this section or the Commodity 
Exchange Act or any rules or regulations promul-
gated under this section or the Commodity Ex-
change Act, as applicable. 
(d) CUSTOMER DISCLOSURE BEFORE REGISTRA-
TION.— 
(1) IN GENERAL.—Beginning 30 days after the 
date of the enactment of this Act, any person acting 
as a digital commodity exchange, digital commodity 
broker, or digital commodity dealer shall disclose to 
the customers of the person so acting, in the disclo-
sure documents, offering documents, and pro-
motional material of the person so acting, in a 
prominent manner, that the person is not registered 
with or regulated by the Commodity Futures Trad-
ing Commission. 
(2) EXPIRATION.—Paragraph (1) of this sub-
section shall not apply to any person who registers 
pursuant to subsection (a). 
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SEC. 107. COMMODITY EXCHANGE ACT AND SECURITIES 
LAWS SAVINGS PROVISIONS. 
(a) IN GENERAL.—Nothing in this Act shall affect 
or apply to, or be interpreted to affect or apply to— 
(1) any agreement, contract, or transaction that 
is subject to the Commodity Exchange Act as— 
(A) a contract of sale of a commodity for 
future delivery or an option on such a contract; 
(B) a swap; 
(C) a security futures product; 
(D) an option authorized under section 4c 
of such Act; 
(E) an agreement, contract, or transaction 
described in section 2(c)(2)(C)(i) of such Act; 
or 
(F) a leverage transaction authorized 
under section 19 of such Act; 
(2) any agreement, contract, or transaction that 
is subject to the securities laws as— 
(A) a security-based swap; 
(B) a security futures product; or 
(C) an option on or based on the value of 
a security; or 
(3) the activities of any person with respect to 
any such agreement, contract, or transaction. 
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(b) PROHIBITIONS ON SPOT DIGITAL COMMODITY 
ENTITIES.—Nothing in this Act authorizes, or shall be in-
terpreted to authorize, a digital commodity exchange, dig-
ital commodity broker, or digital commodity dealer to en-
gage in any activities involving any transaction, contract, 
or agreement described in subsection (a)(1), solely by vir-
tue of being registered as a digital commodity exchange, 
digital commodity broker, or digital commodity dealer. 
(c) DEFINITIONS.—In this section, each term shall 
have the meaning provided in the Commodity Exchange 
Act or the regulations prescribed under such Act. 
SEC. 108. ADMINISTRATIVE REQUIREMENTS. 
Section 4c(a) of the Commodity Exchange Act (7 
U.S.C. 6c(a)) is amended— 
(1) in paragraph (3)— 
(A) in subparagraph (B), by striking ‘‘or’’ 
at the end; 
(B) in subparagraph (C), by striking the 
period and inserting ‘‘; or’’; and 
(C) by adding at the end the following: 
‘‘(D) a contract of sale of a digital com-
modity.’’; 
(2) in paragraph (4)— 
(A) in subparagraph (A)— 
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(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) in clause (iii), by striking the pe-
riod and inserting ‘‘; or’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(iv) a contract of sale of a digital 
commodity.’’; 
(B) in subparagraph (B)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) in clause (iii), by striking the pe-
riod and inserting ‘‘; or’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(iv) a contract of sale of a digital 
commodity.’’; and 
(C) in subparagraph (C)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) by striking ‘‘(iii) a swap, provided 
however,’’ and inserting the following: 
‘‘(iii) a swap; or 
‘‘(iv) a contract of sale of a digital 
commodity, 
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provided, however,’’; and 
(iii) by striking ‘‘clauses (i), (ii), or 
(iii)’’ and insert ‘‘any of clauses (i) 
through (iv)’’. 
SEC. 109. TREATMENT OF CERTAIN NON-CONTROLLING 
BLOCKCHAIN DEVELOPERS. 
(a) IN GENERAL.—Notwithstanding applicable law, a 
non-controlling blockchain developer or provider of a 
blockchain service shall not be treated as a money trans-
mitter or as engaged in ‘‘money transmitting’’ or, fol-
lowing the date of enactment of this Act, be otherwise sub-
ject to any new registration requirement that is substan-
tially similar to the requirement that currently applies to 
money transmitters, solely on the basis of— 
(1) creating or publishing software to facilitate 
the creation of, or provision of maintenance services 
to, a blockchain or blockchain service; 
(2) providing hardware or software to facilitate 
a customer’s own custody or safekeeping of the cus-
tomer’s digital assets; or 
(3) providing infrastructure support to main-
tain a blockchain service. 
(b) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed to affect whether a blockchain de-
veloper or provider of a blockchain service is otherwise 
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subject to classification or treatment as a money trans-
mitter, or as engaged in ‘‘money transmitting’’, under ap-
plicable State or Federal law, including laws relating to 
anti-money laundering or countering the financing of ter-
rorism, based on conduct outside the scope of subsection 
(a). Nothing in this section shall be construed to affect 
whether a blockchain developer or provider of a blockchain 
service is otherwise subject to classification or treatment 
as a financial institution under the Bank Secrecy Act, this 
Act, or any Act enacted after the date of enactment of 
this Act. 
(c) EFFECT ON OTHER LAWS.— 
(1) INTELLECTUAL PROPERTY LAW.—Nothing 
in this section shall be construed to limit or expand 
any law pertaining to intellectual property. 
(2) STATE LAW.—Nothing in this section shall 
be construed to prevent any State from enforcing 
any State law that is consistent with this section. No 
cause of action may be brought and no liability may 
be imposed under any State or local law that is in-
consistent with this section. 
(d) DEFINITIONS.—In this section: 
(1) 
BLOCKCHAIN
DEVELOPER.—The 
term 
‘‘blockchain developer’’ means any person or busi-
ness that creates or publishes software to facilitate 
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the creation of, or provide maintenance to, a 
blockchain or a blockchain service. 
(2) 
BLOCKCHAIN
SERVICE.—The 
term 
‘‘blockchain service’’ means any information, trans-
action, or computing service or system that provides 
or enables access to a blockchain network by mul-
tiple users, including specifically a service or system 
that enables users to send, receive, exchange, or 
store digital assets described by blockchain net-
works. 
(3) NON-CONTROLLING
BLOCKCHAIN
DEVEL-
OPER OR PROVIDER OF A BLOCKCHAIN SERVICE.— 
The term ‘‘non-controlling blockchain developer or 
provider of a blockchain service’’ means a blockchain 
developer or provider of a blockchain service that in 
the regular course of operations, does not have the 
legal right or the unilateral and independent ability 
to control, initiate upon demand, or effectuate trans-
actions involving digital assets that users are enti-
tled to, without the approval, consent, or direction of 
any other third party. 
SEC. 110. APPLICATION OF THE BANK SECRECY ACT. 
(a) IN GENERAL.—Section 5312(c)(1)(A) of title 31, 
United States Code, is amended— 
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(1) by inserting ‘‘digital commodity broker, dig-
ital commodity dealer,’’ after ‘‘futures commission 
merchant,’’; and 
(2) by inserting before the period the following: 
‘‘and any digital commodity exchange registered, or 
required to register, under the Commodity Exchange 
Act which permits direct customer access’’. 
(b) BANK SECRECY ACT REQUIREMENTS.— 
(1) REGULATIONS.—The Secretary of the 
Treasury, acting through the Director of the Finan-
cial Crimes Enforcement Network, and in consulta-
tion with Commodity Futures Trading Commission, 
shall issue requirements consistent with the require-
ments of futures commission merchants to apply the 
Bank Secrecy Act to digital commodity brokers, dig-
ital commodity dealers, and digital commodity ex-
changes that are tailored to the size and complexity 
of such entities, including by requiring each such en-
tity to— 
(A) establish and maintain an anti-money 
laundering and countering the financing of ter-
rorism program, which shall include— 
(i) an appropriate risk assessment; 
(ii) the development of internal poli-
cies, procedures, and controls; 
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(iii) the designation of a compliance 
officer; 
(iv) an ongoing employee training pro-
gram; and 
(v) an independent audit function to 
test such program; 
(B) retain appropriate records of trans-
actions; 
(C) monitor and report suspicious activity, 
which may include use of appropriate distrib-
uted ledger analytics; and 
(D) maintain an effective customer identi-
fication program to identify and verify account 
holders and carry out appropriate customer due 
diligence. 
(2) COMPLIANCE WITH SANCTIONS.—A digital 
commodity broker, digital commodity dealer, or dig-
ital commodity exchange shall comply with all laws 
and regulations related to United States sanctions 
administered by the Office of Foreign Assets Con-
trol. 
SEC. 111. RULE OF CONSTRUCTION. 
Nothing in this Act, or the amendments made by this 
Act, shall be construed to limit or prevent the continued 
application of applicable ethics statutes and regulations 
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administered by the Office of Government Ethics, or the 
ethics rules of the Senate and the House of Representa-
tives, including section 208 of title 18, United States 
Code, and sections 2635.702 and 2635.802 of title 5, Code 
of Federal Regulations. For the avoidance of doubt, exist-
ing Office of Government Ethics laws and the ethics rules 
of the Senate and the House of Representatives prohibit 
any member of Congress or senior executive branch official 
from issuing a digital commodity during their time in pub-
lic service. For the purposes of this section, an employee 
described in section 202 of title 18, United States Code, 
shall be deemed an executive branch employee for pur-
poses of complying with section 208 of that title. 
SEC. 112. IMPLEMENTATION. 
(a) GLOBAL RULEMAKING TIMEFRAME.—Unless oth-
erwise provided in this Act or an amendment made by this 
Act, the Commodity Futures Trading Commission and the 
Securities and Exchange Commission, or both, shall indi-
vidually, and jointly where required, promulgate rules and 
regulations required of each Commission under this Act 
or an amendment made by this Act not later than 360 
days after the date of enactment of this Act. 
(b) RULES AND REGISTRATION BEFORE FINAL EF-
FECTIVE DATES.— 
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(1) IN GENERAL.—In order to prepare for the 
implementation of this Act, the Commodity Futures 
Trading Commission and the Securities and Ex-
change Commission may, before any effective date 
provided in this Act— 
(A) promulgate rules, regulations, or or-
ders permitted or required by this Act; 
(B) conduct studies and prepare reports 
and recommendations required by this Act; 
(C) register persons under this Act; and 
(D) exempt persons, agreements, contracts, 
or transactions from provisions of this Act, 
under the terms contained in this Act. 
(2) LIMITATION ON EFFECTIVENESS.—An ac-
tion by the Commodity Futures Trading Commission 
or the Securities and Exchange Commission under 
paragraph (1) shall not become effective before the 
effective date otherwise applicable to the action 
under this Act. 
TITLE II—OFFERS AND SALES OF 
DIGITAL COMMODITIES 
SEC. 201. 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)), as amended 
by section 101, is further amended— 
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(1) in paragraph (1), by adding at the end the 
following: ‘‘The term ‘investment contract’ does not 
include an investment contract asset.’’; and 
(2) by adding at the end the following: 
‘‘(36) The term ‘investment contract asset’ 
means a digital commodity— 
‘‘(A) that can be exclusively possessed and 
transferred, person to person, without necessary 
reliance on an intermediary, and is recorded on 
a blockchain; and 
‘‘(B) sold or otherwise transferred, or in-
tended to be sold or otherwise transferred, pur-
suant to an investment contract.’’. 
(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 ‘investment contract’ does not 
include an investment contract asset (as such term is de-
fined 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 
the following: ‘‘The term ‘investment contract’ does not 
include an investment contract asset (as such term is de-
fined under section 2(a) of the Securities Act of 1933).’’. 
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(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 ‘investment contract’ does not in-
clude an investment contract asset (as such term is de-
fined 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 ‘investment con-
tract’ does not include an investment contract asset (as 
such term is defined under section 2(a) of the Securities 
Act of 1933).’’. 
SEC. 202. EXEMPTED PRIMARY TRANSACTIONS IN DIGITAL 
COMMODITIES. 
(a) IN GENERAL.—The Securities Act of 1933 (15 
U.S.C. 77a et seq.) is amended— 
(1) in section 4(a), by adding at the end the 
following: 
‘‘(8) the offer or sale of an investment contract 
involving units of a digital commodity by its digital 
commodity issuer (including all entities controlled by 
or under common control with the issuer), if— 
‘‘(A) the blockchain system to which the 
digital commodity relates, together with the dig-
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ital commodity, is certified as a mature 
blockchain system under section 42 of the Secu-
rities Exchange Act of 1934 or the issuer in-
tends for the blockchain system to which the 
digital commodity relates to be a mature 
blockchain system by the later of— 
‘‘(i) the date that is four years after 
the first sale of the investment contract in-
volving a unit of such digital commodity in 
reliance on the exemption provided under 
this paragraph, subject to any extensions 
as may be granted by the Commission; or 
‘‘(ii) the date that is four years after 
the effective date of this paragraph; 
‘‘(B) the sum of all cash and other consid-
eration to be received by the digital commodity 
issuer in reliance on the exemption provided 
under this paragraph, during the 12-month pe-
riod preceding the date of such offering, includ-
ing the amount received in such offering, is not 
more than $50,000,000 (as such amount is an-
nually adjusted by the Commission to reflect 
the change in the Consumer Price Index for All 
Urban Consumers published by the Bureau of 
Labor Statistics of the Department of Labor); 
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‘‘(C) after the completion of the trans-
action, a purchaser does not own more than 10 
percent of the total amount of the outstanding 
units of the digital commodity; 
‘‘(D) the transaction does not involve the 
offer or sale of an investment contract involving 
units of a digital commodity by its digital com-
modity issuer that— 
‘‘(i) is not organized under the laws of 
a State, a territory of the United States, 
or the District of Columbia; 
‘‘(ii) is a development stage company 
that either— 
‘‘(I) has no specific business plan 
or purpose; or 
‘‘(II) has indicated that the busi-
ness plan of the company is to merge 
with or acquire an unidentified com-
pany; 
‘‘(iii) is an investment company, as 
defined in section 3 of the Investment 
Company Act of 1940 (15 U.S.C. 80a–3), 
or is excluded from the definition of invest-
ment company by section 3(c) of that Act 
(15 U.S.C. 80a–3(b) or 80a–3(c)); 
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‘‘(iv) is issuing fractional undivided 
interests in oil or gas rights, or a similar 
interest in other mineral rights; 
‘‘(v) is, or has been, subject to any 
order of the Commission entered pursuant 
to section 12(j) of the Securities Exchange 
Act of 1934 during the 5-year period be-
fore the filing of the offering statement; or 
‘‘(vi) is disqualified pursuant to sec-
tion 230.262 of title 17, Code of Federal 
Regulations; and 
‘‘(E) the issuer meets the requirements of 
section 4B(b).’’; and 
(2) by inserting after section 4A the following: 
‘‘SEC. 4B. REQUIREMENTS WITH RESPECT TO CERTAIN DIG-
ITAL COMMODITY TRANSACTIONS. 
‘‘(a) COMMISSION JURISDICTION.—For the purposes 
of this section: 
‘‘(1) The Commission shall have jurisdiction 
and enforcement authority with respect to disclo-
sures described in this section. 
‘‘(2) Section 17 shall apply to a statement 
made in an offering statement, disclosure, or report 
filed under this section to the same extent as such 
section 17 applies to a statement made in any other 
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offering statement, disclosure, or report filed under 
this Act. 
‘‘(b) REQUIREMENTS
FOR
DIGITAL
COMMODITY 
ISSUERS.— 
‘‘(1) TERMS AND CONDITIONS.—A digital com-
modity issuer offering or selling an investment con-
tract involving units of a digital commodity in reli-
ance on section 4(a)(8) shall file with the Commis-
sion an offering statement and any related docu-
ments, in such form and with such content as pre-
scribed by the Commission, including financial infor-
mation, a description of the issuer and the oper-
ations of the issuer, the financial condition of the 
issuer, a description of the plan of distribution of 
any unit of a digital commodity that is to be offered 
as well as the intended use of the offering proceeds, 
and a description of the development plan for the 
blockchain system, and the related digital com-
modity, to become a mature blockchain system, if 
such blockchain system is not already certified as a 
mature blockchain system pursuant to section 42 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.). 
‘‘(2) 
INFORMATION
REQUIRED
FOR
PUR-
CHASERS.—A digital commodity issuer that has filed 
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a statement under paragraph (1) to offer and sell an 
investment contract involving a unit of a digital 
commodity in reliance on section 4(a)(8) shall in-
clude in such statement the following information: 
‘‘(A) MATURITY
STATUS.—Whether the 
blockchain system to which the digital com-
modity relates has been certified as a mature 
blockchain system pursuant to section 42 of the 
Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.) and, where such blockchain system 
is not so certified, a statement of the digital 
commodity issuer’s intent for the blockchain 
system to which the digital commodity relates 
to be a mature blockchain system within the 
time period described in section 4(a)(8)(A). 
‘‘(B) SOURCE CODE.—The source code, or 
a publicly accessible webpage displaying such 
source code, for any blockchain system to which 
the digital commodity relates, and whether the 
source code was sourced from an external third 
party, whether there are any existing external 
dependencies, and whether the code underwent 
a third-party security audit, along with material 
results of any such audit. 
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‘‘(C) TRANSACTION HISTORY.—A descrip-
tion of the steps necessary to independently ac-
cess, search, and verify the transaction history 
of any blockchain system to which the digital 
commodity relates, to the extent any such inde-
pendent access, search, and verification activi-
ties are technically feasible with respect to such 
blockchain system. 
‘‘(D) DIGITAL COMMODITY ECONOMICS.— 
A description of the purpose of any blockchain 
system to which the digital commodity relates 
and the operation of any such blockchain sys-
tem, including— 
‘‘(i) information explaining the launch 
and supply process, including the number 
of units of the digital commodity to be 
issued in an initial allocation, the total 
number of units of the digital commodity 
to be created, the release schedule for the 
units of the digital commodity, and the 
total number of units of the digital com-
modity outstanding; 
‘‘(ii) information explaining the tech-
nical requirements for holding, accessing, 
and transferring the digital commodity; 
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‘‘(iii) information on any applicable 
consensus mechanism or process for vali-
dating transactions, method of generating 
or mining digital commodities, and any 
process for burning or destroying units of 
the digital commodity on the blockchain 
system; 
‘‘(iv) an explanation of any mecha-
nism for driving value to the digital com-
modity of such blockchain system; and 
‘‘(v) an explanation of governance 
mechanisms for implementing changes to 
the blockchain system or forming con-
sensus among holders of units of such dig-
ital commodity. 
‘‘(E) PLAN OF DEVELOPMENT.—The cur-
rent state and timeline for the development of 
any blockchain system to which the digital com-
modity relates, detailing how and when the 
blockchain system is intended to be a mature 
blockchain system, if the blockchain system is 
not yet certified as a mature blockchain system, 
and the various roles that exist or are intended 
to exist in connection with the blockchain sys-
tem, such as users, service providers, devel-
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commodity in reliance on an exemption 
from registration under the Securities Act 
of 1933, including as provided under sec-
tion 3, 4(a), or 19 of the Securities Act of 
1933, other than that provided under sec-
tion 4(a)(8) of the Securities Act of 1933, 
on or after the date of enactment of this 
Act, to file a comparable set of disclosures 
to those described under section 4B of the 
Securities Act of 1933 as the Commission 
determines appropriate based on the ex-
emption, the maturity of the blockchain 
system to which such digital commodity re-
lates, and any material ongoing efforts of 
such digital commodity issuer, prior to the 
date of any secondary market sale of such 
digital commodity made in reliance on sec-
tion 203. 
(iii) With respect to a digital com-
modity where the digital commodity issuer 
is required to file disclosures under clause 
(i) or (ii) and where the blockchain system 
to which the digital commodity relates is 
not certified as a mature blockchain sys-
tem pursuant to section 42 of the Securi-
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