169 
‘‘(i) IN
GENERAL.—The Commission 
shall prescribe rules to permit a person reg-
istered with the Commission to be a quali-
fied digital asset custodian in compliance 
with this section. 
‘‘(ii) CONTENT.—In prescribing the 
rules under subparagraph (A), the Commis-
sion shall require a person registered with 
the Commission to— 
‘‘(I) implement requirement con-
sistent with the requirements in sub-
section (d)(1); 
‘‘(II) establish sufficient system 
safeguards; 
‘‘(III) prevent or mitigate con-
flicts of interest, as appropriate; and 
‘‘(IV) establish separate govern-
ance arrangements for the custodial 
function of the entity. 
‘‘(d) ADEQUATE
SUPERVISION
AND
APPROPRIATE 
REGULATION.— 
‘‘(1) IN GENERAL.—For purposes of subsection 
(b), the terms ‘adequate supervision’ and ‘appropriate 
regulation’ mean such minimum standards for super-
vision and regulation as are reasonably necessary to 
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protect the digital assets held by a person registered 
under this Act, including standards relating to the li-
censing, examination, and supervisory processes that 
require the person to, at a minimum— 
‘‘(A) receive a review and evaluation of 
ownership, character and fitness, conflicts of in-
terest, business model, financial statements, 
funding resources, and policies and procedures of 
the person; 
‘‘(B) hold capital sufficient for the financial 
integrity of the person; 
‘‘(C) protect customer assets; 
‘‘(D) establish and maintain books and 
records regarding the business of the person; 
‘‘(E) submit financial statements and au-
dited financial statements to the applicable su-
pervisor described in subsection (b); 
‘‘(F) provide disclosures to the applicable 
supervisor described in subsection (b) regarding 
actions, proceedings, and other items as deter-
mined by the supervisor; 
‘‘(G) maintain and enforce policies and 
procedures for compliance with applicable State 
and Federal laws, including those related to 
anti-money laundering and cybersecurity; 
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‘‘(H) establish a business continuity plan to 
ensure functionality in cases of disruption; and 
‘‘(I) establish policies and procedures to re-
solve complaints. 
‘‘(2) RULEMAKING
WITH
RESPECT
TO
DEFINI-
TIONS.— 
‘‘(A) IN
GENERAL.—For purposes of this 
section, the Commission may, by rule, further de-
fine the terms ‘adequate supervision’ and ‘appro-
priate regulation’ as necessary and appropriate 
for the protection of customers, and consistent 
with the purposes of this Act. 
‘‘(B) CONDITIONAL TREATMENT OF CERTAIN 
CUSTODIANS BEFORE RULEMAKING.—Before the 
effective date of a rulemaking under subpara-
graph (A), a trust company is deemed subject to 
adequate supervision and appropriate regulation 
if— 
‘‘(i) the trust company is expressly 
permitted by a State bank supervisor to en-
gage in the custody and safekeeping of dig-
ital assets; 
‘‘(ii) the State bank supervisor has es-
tablished licensing, examination, and super-
visory processes that require the trust com-
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172 
pany to, at a minimum, meet the condi-
tions 
described 
in 
subparagraphs 
(A) 
through (I) of paragraph (1); and 
‘‘(iii) the trust company is in good 
standing with its State bank supervisor. 
‘‘(C) TRANSITION
PERIOD
FOR
CERTAIN 
CUSTODIANS.—In implementing the rulemaking 
under subparagraph (A), the Commission shall 
provide a transition period of not less than 2 
years for any trust company that is deemed sub-
ject to adequate supervision and appropriate reg-
ulation under subparagraph (B) on the effective 
date of the rulemaking. 
‘‘(e) AUTHORITY TO TEMPORARILY SUSPEND STAND-
ARDS.—The Commission may, by rule or order, tempo-
rarily suspend, in whole or in part, any requirement im-
posed under, or any standard referred to in, this section, 
or any requirement to utilize a qualified digital asset custo-
dian, if the Commission determines that the suspension 
would be consistent with the public interest and the pur-
poses of this Act.’’. 
SEC. 406. REGISTRATION AND REGULATION OF DIGITAL 
COMMODITY BROKERS AND DEALERS. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) is 
amended by inserting after section 4t the following: 
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173 
‘‘SEC. 4u. REGISTRATION AND REGULATION OF DIGITAL 
COMMODITY BROKERS AND DEALERS. 
‘‘(a) REGISTRATION.— 
‘‘(1) REQUIREMENT.—It shall be unlawful for 
any person to act as a digital commodity broker or 
digital commodity dealer unless the person is reg-
istered as such with the Commission. 
‘‘(2) ADDITIONAL REGISTRATION.— 
‘‘(A) RULES.—In order to foster the devel-
opment of fair and orderly markets, protect cus-
tomers, and promote responsible innovation, the 
Commission— 
‘‘(i) shall prescribe rules to exempt an 
entity registered with the Commission 
under more than 1 section of this Act from 
duplicative, conflicting, or unduly burden-
some provisions of this Act and the rules 
under this Act; 
‘‘(ii) shall prescribe rules to address 
conflicts of interests and the activities of the 
entity; and 
‘‘(iii) may after an analysis of the 
risks and benefits, prescribe rules to provide 
for portfolio margining. 
‘‘(B) WITH MEMBERSHIP IN A REGISTERED 
FUTURES ASSOCIATION.—Any person required to 
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be registered as a digital commodity broker or 
digital commodity dealer under this section shall 
become and remain a member of a registered fu-
tures association. 
‘‘(b) REQUIREMENTS.— 
‘‘(1) IN GENERAL.—A person shall register as a 
digital commodity broker or digital commodity dealer 
by filing a registration application with the Commis-
sion. 
‘‘(2) CONTENTS.— 
‘‘(A) IN GENERAL.—The application shall 
be made in such form and manner as is pre-
scribed by the Commission, and shall contain 
such information as the Commission considers 
necessary concerning the business in which the 
applicant is or will be engaged. 
‘‘(B) CONTINUAL
REPORTING.—A person 
that is registered as a digital commodity broker 
or digital commodity dealer shall continue to 
submit to the Commission reports that contain 
such information pertaining to the business of 
the person as the Commission may require. 
‘‘(3) STATUTORY DISQUALIFICATION.—Except to 
the extent otherwise specifically provided by rule, reg-
ulation, or order, it shall be unlawful for a digital 
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commodity broker or digital commodity dealer to per-
mit any person who is associated with a digital com-
modity broker or a digital commodity dealer and who 
is subject to a statutory disqualification to effect or 
be involved in effecting a contract of sale of a digital 
commodity on behalf of the digital commodity broker 
or the digital commodity dealer, respectively, if the 
digital commodity broker or digital commodity deal-
er, respectively, knew, or in the exercise of reasonable 
care should have known, of the statutory disqualifica-
tion. 
‘‘(c) RULEMAKING.— 
‘‘(1) IN GENERAL.—The Commission shall pre-
scribe such rules applicable to registered digital com-
modity brokers and registered digital commodity deal-
ers as are appropriate to carry out this section, in-
cluding rules in the public interest that limit the ac-
tivities of digital commodity brokers and digital com-
modity dealers. 
‘‘(2) FINANCING AGREEMENTS.— 
‘‘(A) IN GENERAL.—The Commission shall 
prescribe rules and regulations applicable to dig-
ital commodity brokers or digital commodity 
dealers which shall set forth minimum require-
ments related to disclosure, recordkeeping, mar-
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176 
gin financing arrangements, rehypothecation, 
capital, reporting, business conduct, documenta-
tion, and supervision of employees and agents, 
in connection with— 
‘‘(i) an agreement described in section 
2(c)(2)(D)(iv); or 
‘‘(ii) any other margined, leveraged, or 
financing arrangement for the purchase or 
sale of a digital commodity with an eligible 
contract participant. 
‘‘(B) SPECIFIC AUTHORITY.—Except as pro-
hibited in section 2(c)(2)(G)(iii), the Commis-
sion may also make, promulgate, and enforce 
such rules and regulations as, in the judgment of 
the Commission, are reasonably necessary to ef-
fectuate any of the provisions of, or to accom-
plish any of the purposes of, this Act in connec-
tion with an agreement referred to in subpara-
graph (A) of this paragraph. 
‘‘(d) CAPITAL REQUIREMENTS.— 
‘‘(1) IN
GENERAL.—Each digital commodity 
broker and digital commodity dealer shall meet such 
minimum capital requirements as the Commission 
may prescribe to address the risks associated with 
digital commodity trading and to ensure that the dig-
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177 
ital commodity broker or digital commodity dealer, 
respectively, is able, at all times, to— 
‘‘(A) meet, and continue to meet the obliga-
tions of such a registrant; and 
‘‘(B) fulfill obligations to customers or 
counterparties for any margined, leveraged, or 
financed transactions. 
‘‘(2) FUTURES
COMMISSION
MERCHANTS
AND 
OTHER
DEALERS.—Each futures commission mer-
chant, introducing broker, digital commodity broker, 
digital commodity dealer, broker, and dealer shall 
maintain sufficient capital to comply with the strict-
er of any applicable capital requirements to which the 
futures commission merchant, introducing broker, 
digital commodity broker, digital commodity dealer, 
broker, or dealer, respectively, is subject under this 
Act or the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.). 
‘‘(e) REPORTING AND RECORDKEEPING.—Each digital 
commodity broker and digital commodity dealer— 
‘‘(1) shall make such reports as are required by 
the Commission by rule or regulation regarding the 
transactions, positions, and financial condition of the 
digital commodity broker or digital commodity deal-
er, respectively; 
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‘‘(2) shall keep books and records in such form 
and manner and for such period as may be prescribed 
by the Commission by rule or regulation; and 
‘‘(3) shall keep the books and records open to in-
spection and examination by any representative of 
the Commission. 
‘‘(f) DAILY TRADING RECORDS.— 
‘‘(1) IN
GENERAL.—Each digital commodity 
broker and digital commodity dealer shall maintain 
daily trading records of the transactions of the digital 
commodity broker or digital commodity dealer, re-
spectively, and all related records (including related 
forward or derivatives transactions) and recorded 
communications, including electronic mail, instant 
messages, and recordings of telephone calls, for such 
period as the Commission may require by rule or reg-
ulation. 
‘‘(2) INFORMATION REQUIREMENTS.—The daily 
trading records shall include such information as the 
Commission shall require by rule or regulation. 
‘‘(3) COUNTERPARTY
RECORDS.—Each digital 
commodity broker and digital commodity dealer shall 
maintain daily trading records for each customer or 
counterparty in a manner and form that is identifi-
able with each digital commodity transaction. 
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179 
‘‘(4) AUDIT
TRAIL.—Each digital commodity 
broker and digital commodity dealer shall maintain 
a complete audit trail for conducting comprehensive 
and accurate trade reconstructions. 
‘‘(g) BUSINESS CONDUCT STANDARDS.— 
‘‘(1) IN
GENERAL.—Each digital commodity 
broker and digital commodity dealer shall conform 
with such business conduct standards as the Commis-
sion, by rule or regulation, prescribes related to— 
‘‘(A) fraud, manipulation, and other abu-
sive practices involving spot or margined, lever-
aged, or financed digital commodity transactions 
(including transactions that are offered but not 
entered into); 
‘‘(B) diligent supervision of the business of 
the registered digital commodity broker or dig-
ital commodity dealer, respectively; and 
‘‘(C) such other matters as the Commission 
deems appropriate. 
‘‘(2) BUSINESS CONDUCT REQUIREMENTS.—The 
Commission shall, by rule, prescribe business conduct 
requirements which— 
‘‘(A) require disclosure by a registered dig-
ital commodity broker and registered digital 
commodity dealer to any counterparty to the 
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transaction (other than an eligible contract par-
ticipant) of— 
‘‘(i) information about the material 
risks and characteristics of the digital com-
modity; and 
‘‘(ii) information about the material 
risks and characteristics of the transaction; 
‘‘(B) establish a duty for such a digital 
commodity broker and such a digital commodity 
dealer to communicate in a fair and balanced 
manner based on principles of fair dealing and 
good faith; 
‘‘(C) establish standards governing digital 
commodity broker and digital commodity dealer 
marketing 
and 
advertising, 
including 
testimonials and endorsements; and 
‘‘(D) establish such other standards and re-
quirements as the Commission may determine 
are appropriate for the protection of customers. 
‘‘(3) 
PROHIBITION
ON
FRAUDULENT
PRAC-
TICES.—It shall be unlawful for a digital commodity 
broker or digital commodity dealer to— 
‘‘(A) employ any device, scheme, or artifice 
to defraud any customer or counterparty; 
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‘‘(B) engage in any transaction, practice, or 
course of business that operates as a fraud or de-
ceit on any customer or counterparty; or 
‘‘(C) engage in any act, practice, or course 
of business that is fraudulent, deceptive, or ma-
nipulative. 
‘‘(h) DUTIES.— 
‘‘(1) RISK
MANAGEMENT
PROCEDURES.—Each 
digital commodity broker and digital commodity 
dealer shall establish robust and professional risk 
management systems adequate for managing the day- 
to-day business of the digital commodity broker or 
digital commodity dealer, respectively. 
‘‘(2) DISCLOSURE OF GENERAL INFORMATION.— 
Each digital commodity broker and digital com-
modity dealer shall disclose to the Commission infor-
mation concerning— 
‘‘(A) the terms and conditions of the trans-
actions of the digital commodity broker or dig-
ital commodity dealer, respectively; 
‘‘(B) the trading operations, mechanisms, 
and practices of the digital commodity broker or 
digital commodity dealer, respectively; 
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‘‘(C) financial integrity protections relating 
to the activities of the digital commodity broker 
or digital commodity dealer, respectively; and 
‘‘(D) other information relevant to trading 
in digital commodities by the digital commodity 
broker or digital commodity dealer, respectively. 
‘‘(3) ABILITY TO OBTAIN INFORMATION.—Each 
digital commodity broker and digital commodity 
dealer shall— 
‘‘(A) establish and enforce internal systems 
and procedures to obtain any necessary informa-
tion to perform any of the functions described in 
this section; and 
‘‘(B) provide the information to the Com-
mission, on request. 
‘‘(4) CONFLICTS
OF
INTEREST.—Each digital 
commodity broker and digital commodity dealer shall 
establish, maintain, and enforce written policies and 
procedures reasonably designed, taking into consider-
ation the nature of the business of the person, to miti-
gate any conflicts of interest in transactions or ar-
rangements with affiliates. 
‘‘(5) ANTITRUST CONSIDERATIONS.—Unless nec-
essary or appropriate to achieve the purposes of this 
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183 
Act, a digital commodity broker or digital commodity 
dealer shall not— 
‘‘(A) adopt any process or take any action 
that results in any unreasonable restraint of 
trade; or 
‘‘(B) impose any material anticompetitive 
burden on trading or clearing. 
‘‘(i) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN
GENERAL.—Each digital commodity 
broker and digital commodity dealer shall designate 
an individual to serve as a chief compliance officer. 
‘‘(2) DUTIES.—The chief compliance officer 
shall— 
‘‘(A) report directly to the board or to the 
senior officer of the registered digital commodity 
broker or registered digital commodity dealer; 
‘‘(B) review the compliance of the registered 
digital commodity broker or registered digital 
commodity dealer with respect to the registered 
digital commodity broker and registered digital 
commodity dealer requirements described in this 
section; 
‘‘(C) in consultation with the board of di-
rectors, a body performing a function similar to 
the board, or the senior officer of the organiza-
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184 
tion, resolve any conflicts of interest that may 
arise; 
‘‘(D) be responsible for administering each 
policy and procedure that is required to be estab-
lished pursuant to this section; 
‘‘(E) ensure compliance with this Act (in-
cluding regulations), including each rule pre-
scribed by the Commission under this section; 
‘‘(F) establish procedures for the remedi-
ation of noncompliance issues identified by the 
chief compliance officer through any— 
‘‘(i) compliance office review; 
‘‘(ii) look-back; 
‘‘(iii) internal or external audit find-
ing; 
‘‘(iv) self-reported error; or 
‘‘(v) validated complaint; and 
‘‘(G) establish and follow appropriate proce-
dures for the handling, management response, re-
mediation, retesting, and closing of noncompli-
ance issues. 
‘‘(3) ANNUAL REPORTS.— 
‘‘(A) IN
GENERAL.—In accordance with 
rules prescribed by the Commission, the chief 
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compliance officer shall annually prepare and 
sign a report that contains a description of— 
‘‘(i) the compliance of the registered 
digital commodity broker or registered dig-
ital commodity dealer with this Act (includ-
ing regulations); and 
‘‘(ii) each policy and procedure of the 
registered digital commodity broker or reg-
istered digital commodity dealer followed by 
the chief compliance officer (including the 
code of ethics and conflict of interest poli-
cies). 
‘‘(B) REQUIREMENTS.—The chief compli-
ance officer shall ensure that a compliance report 
under subparagraph (A)— 
‘‘(i) accompanies each appropriate fi-
nancial report of the registered digital com-
modity broker or registered digital com-
modity dealer that is required to be fur-
nished to the Commission pursuant to this 
section; and 
‘‘(ii) includes a certification that, 
under penalty of law, the compliance report 
is accurate and complete. 
‘‘(j) SEGREGATION OF DIGITAL COMMODITIES.— 
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‘‘(1) HOLDING OF CUSTOMER ASSETS.— 
‘‘(A) IN
GENERAL.—Each digital com-
modity broker and digital commodity dealer 
shall hold customer money, assets, and property 
in a manner to minimize the risk of loss to the 
customer or unreasonable delay in customer ac-
cess to the money, assets, and property of the 
customer. 
‘‘(B) QUALIFIED
DIGITAL
ASSET
CUSTO-
DIAN.—Each digital commodity broker and dig-
ital commodity dealer shall hold in a qualified 
digital asset custodian each unit of a digital 
asset that is— 
‘‘(i) the property of a customer or 
counterparty of the digital commodity 
broker or digital commodity dealer, respec-
tively; 
‘‘(ii) required to be held by the digital 
commodity broker or digital commodity 
dealer under subsection (e); or 
‘‘(iii) otherwise so required by the 
Commission to reasonably protect customers 
or promote the public interest. 
‘‘(2) SEGREGATION OF FUNDS.— 
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‘‘(A) IN
GENERAL.—Each digital com-
modity broker and digital commodity dealer 
shall treat and deal with all money, assets, and 
property that is received by the digital com-
modity broker or digital commodity dealer, or 
accrues to a customer as the result of trading in 
digital commodities, as belonging to the cus-
tomer. 
‘‘(B) COMMINGLING PROHIBITED.— 
‘‘(i) IN GENERAL.—Except as provided 
in clause (ii), each digital commodity 
broker and digital commodity dealer shall 
separately account for money, assets, and 
property of a digital commodity customer, 
and shall not commingle any such money, 
assets, or property with the funds of the dig-
ital commodity broker or digital commodity 
dealer, respectively, or use any such money, 
assets, or property to margin, secure, or 
guarantee any trades or accounts of any 
customer or person other than the person for 
whom the money, assets, or property are 
held. 
‘‘(ii) EXCEPTIONS.— 
‘‘(I) USE OF FUNDS.— 
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‘‘(aa) IN GENERAL.—A dig-
ital commodity broker or digital 
commodity dealer may, for con-
venience, commingle and deposit 
in the same account or accounts 
with any bank, trust company, 
derivatives clearing organization, 
or qualified digital asset custo-
dian money, assets, and property 
of customers. 
‘‘(bb) 
WITHDRAWAL.—The 
share of the money, assets, and 
property described in item (aa) as 
in the normal course of business 
shall be necessary to margin, 
guarantee, secure, transfer, adjust, 
or settle a contract of sale of a 
digital commodity with a reg-
istered entity may be withdrawn 
and applied to such purposes, in-
cluding the payment of commis-
sions, brokerage, interest, taxes, 
storage, and other charges, law-
fully accruing in connection with 
the contract. 
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189 
‘‘(II) COMMISSION
ACTION.—In 
accordance with such terms and condi-
tions as the Commission may prescribe 
by rule, regulation, or order, any 
money, assets, or property of the cus-
tomers of a digital commodity broker 
or digital commodity dealer may be 
commingled and deposited in customer 
accounts with any other money, assets, 
or property received by the digital 
commodity broker or digital com-
modity dealer, respectively, and re-
quired by the Commission to be sepa-
rately accounted for and treated and 
dealt with as belonging to the customer 
of the digital commodity broker or dig-
ital commodity dealer, respectively. 
‘‘(3) PERMITTED
INVESTMENTS.—Money de-
scribed in paragraph (2) may be invested in obliga-
tions of the United States, in general obligations of 
any State or of any political subdivision of a State, 
in obligations fully guaranteed as to principal and 
interest by the United States, or in any other invest-
ment that the Commission may by rule or regulation 
allow. 
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‘‘(4) CUSTOMER
PROTECTION
DURING
BANK-
RUPTCY.— 
‘‘(A) CUSTOMER
PROPERTY.—All money, 
assets, or property described in paragraph (2) 
shall be considered customer property for pur-
poses of section 761 of title 11, United States 
Code. 
‘‘(B) TRANSACTIONS.—A transaction in-
volving a unit of a digital commodity occurring 
with a digital commodity broker or digital com-
modity dealer shall be considered a contract for 
the purchase or sale of a commodity for future 
delivery, on or subject to the rules of, a contract 
market or board of trade for purposes of the defi-
nition of a ‘commodity contract’ in section 761 
of title 11, United States Code. 
‘‘(C) BROKERS
AND
DEALERS.—A digital 
commodity broker and a digital commodity deal-
er shall be considered a futures commission mer-
chant for purposes of section 761 of title 11, 
United States Code. 
‘‘(D) ASSETS
REMOVED
FROM
SEGREGA-
TION.—Assets removed from segregation due to a 
customer election under paragraph (6) shall not 
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be considered customer property for purposes of 
section 761 of title 11, United States Code. 
‘‘(5) MISUSE OF CUSTOMER PROPERTY.— 
‘‘(A) IN GENERAL.—It shall be unlawful— 
‘‘(i) for any digital commodity broker 
or digital commodity dealer that has re-
ceived any customer money, assets, or prop-
erty for custody to dispose of, or use any 
such money, assets, or property as belonging 
to the digital commodity broker or digital 
commodity dealer, respectively, or any per-
son other than a customer of the digital 
commodity broker or digital commodity 
dealer, respectively; or 
‘‘(ii) for any other person, including 
any depository, digital commodity ex-
change, other digital commodity broker, 
other digital commodity dealer, or digital 
commodity custodian that has received any 
customer money, assets, or property for de-
posit, to hold, dispose of, or use any such 
money, assets, or property, as belonging to 
the depositing digital commodity broker or 
digital commodity dealer or any person 
other than the customers of the digital com-
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modity broker or digital commodity dealer, 
respectively. 
‘‘(B) USE
FURTHER
DEFINED.—For pur-
poses of this section, ‘use’ of a digital commodity 
includes utilizing any unit of a digital asset to 
participate in a blockchain service defined in 
paragraph (6) or a decentralized governance sys-
tem associated with the digital commodity or the 
blockchain system to which the digital com-
modity relates in any manner other than that 
expressly directed by the customer from whom 
the unit of a digital commodity was received. 
‘‘(6) PARTICIPATION
IN
BLOCKCHAIN
SERV-
ICES.— 
‘‘(A) IN GENERAL.—A customer shall have 
the right to waive the restrictions in paragraph 
(2) for any unit of a digital commodity to be 
used under subparagraph (B) of this paragraph, 
by affirmatively electing, in writing to the dig-
ital commodity broker or digital commodity 
dealer, to waive the restrictions. 
‘‘(B) USE
OF
FUNDS.—Customer digital 
commodities removed from segregation under 
subparagraph (A) may be pooled and used by the 
digital commodity broker or digital commodity 
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dealer, or one of their designees, to provide a 
blockchain service for a blockchain system to 
which the unit of the digital asset removed from 
segregation in subparagraph (A) relates. 
‘‘(C) LIMITATIONS.— 
‘‘(i) IN
GENERAL.—The Commission 
shall, by rule, establish notice and disclosure 
requirements, and may, by rule, establish 
any other limitations and rules related to 
the waiving of any restrictions under this 
paragraph that are reasonably necessary to 
protect customers, including eligible con-
tract participants, non-eligible contract 
participants, or any other class of cus-
tomers. 
‘‘(ii) CUSTOMER
CHOICE.—A digital 
commodity broker or digital commodity 
dealer may not require a waiver from a 
customer described in subparagraph (A) as 
a condition of doing business with the 
broker or dealer. 
‘‘(D) BLOCKCHAIN SERVICE DEFINED.—In 
this paragraph, the term ‘blockchain service’ 
means any activity relating to validating trans-
actions on a blockchain system, providing secu-
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rity for a blockchain system, or other similar ac-
tivity required for the ongoing operation of a 
blockchain system. 
‘‘(k) FEDERAL PREEMPTION.—Notwithstanding any 
other provision of law, the Commission shall have exclusive 
jurisdiction over any digital commodity broker or digital 
commodity dealer registered under this section with respect 
to activities subject to this Act. 
‘‘(l) EXEMPTIONS.—In order to promote responsible 
innovation and fair competition, or protect customers, the 
Commission may (on its own initiative or on application 
of the registered digital commodity broker or registered dig-
ital commodity dealer) exempt, unconditionally or on stat-
ed terms or conditions, or for stated periods, and retro-
actively or prospectively, or both, a registered digital com-
modity broker or registered digital commodity dealer from 
the requirements of this section, if the Commission deter-
mines that— 
‘‘(1)(A) the exemption would be consistent with 
the public interest and the purposes of this Act; and 
‘‘(B) the exemption will not have a material ad-
verse effect on the ability of the Commission to dis-
charge regulatory duties under this Act; or 
‘‘(2) the registered digital commodity broker or 
registered digital commodity dealer is subject to com-
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parable, comprehensive supervision and regulation by 
the appropriate government authorities in the home 
country of the registered digital commodity broker or 
registered digital commodity dealer, respectively.’’. 
SEC. 407. REGISTRATION OF ASSOCIATED PERSONS. 
(a) IN GENERAL.—Section 4k of the Commodity Ex-
change Act (7 U.S.C. 6k) is amended— 
(1) by redesignating subsections (4) through (6) 
as subsections (5) through (7), respectively; 
(2) by inserting after subsection (3) the fol-
lowing: 
‘‘(4) It shall be unlawful for any person to act as an 
associated person of a digital commodity broker or an asso-
ciated person of a digital commodity dealer unless the per-
son is registered with the Commission under this Act and 
such registration shall not have expired, been suspended 
(and the period of suspension has not expired), or been re-
voked. It shall be unlawful for a digital commodity broker 
or a digital commodity dealer to permit such a person to 
become or remain associated with the digital commodity 
broker or digital commodity dealer if the digital commodity 
broker or digital commodity dealer knew or should have 
known that the person was not so registered or that the reg-
istration had expired, been suspended (and the period of 
suspension has not expired), or been revoked.’’; and 
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(3) in subsection (5) (as so redesignated), by 
striking ‘‘or of a commodity trading advisor’’ and in-
serting ‘‘of a commodity trading advisor, of a digital 
commodity broker, or of a digital commodity dealer’’. 
(b) CONFORMING AMENDMENTS.—The Commodity Ex-
change Act (7 U.S.C. 1a et seq.) is amended by striking 
‘‘section 4k(6)’’ each place it appears and inserting ‘‘section 
4k(7)’’. 
SEC. 408. REGISTRATION OF COMMODITY POOL OPERATORS 
AND COMMODITY TRADING ADVISORS. 
(a) IN GENERAL.—Section 4m(3) of the Commodity 
Exchange Act (7 U.S.C. 6m(3)) is amended— 
(1) in subparagraph (A)— 
(A) by striking ‘‘any commodity trading 
advisor’’ and inserting ‘‘a commodity pool oper-
ator or commodity trading advisor’’; and 
(B) by striking ‘‘acting as a commodity 
trading advisor’’ and inserting ‘‘acting as a 
commodity pool operator or commodity trading 
advisor’’; and 
(2) in subparagraph (C), by inserting ‘‘digital 
commodities,’’ after ‘‘physical commodities,’’. 
(b) EXEMPTIVE AUTHORITY.—Section 4m of such Act 
(7 U.S.C. 6m) is amended by adding at the end the fol-
lowing: 
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‘‘(4) EXEMPTIVE AUTHORITY.—The Commission shall 
promulgate rules to provide appropriate exemptions for 
commodity pool operators and commodity trading advisors, 
to provide relief from duplicative, conflicting, or unduly 
burdensome requirements or to promote responsible innova-
tion, to the extent the exemptions foster the development of 
fair and orderly cash or spot digital commodity markets, 
are necessary or appropriate in the public interest, and are 
consistent with the protection of customers.’’. 
SEC. 409. EXCLUSION FOR DECENTRALIZED FINANCE AC-
TIVITIES. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.), as 
amended by the preceding provisions of this Act, is amended 
by inserting after section 4u the following: 
‘‘SEC. 4v. DECENTRALIZED FINANCE ACTIVITIES NOT SUB-
JECT TO THIS ACT. 
‘‘(a) IN GENERAL.—Notwithstanding any other provi-
sion of this Act, a person shall not be subject to this Act 
and the regulations promulgated under this Act based on 
the person directly or indirectly engaging in any of the fol-
lowing activities, whether singly or in combination, in rela-
tion to the operation of a blockchain system or in relation 
to decentralized finance trading protocol: 
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‘‘(1) Compiling network transactions or relay-
ing, searching, sequencing, validating, or acting in a 
similar capacity. 
‘‘(2) Providing computational work, operating a 
node or oracle service, or procuring, offering, or uti-
lizing network bandwidth, or other similar incidental 
services. 
‘‘(3) Providing a user-interface that enables a 
user to read, and access data about a blockchain sys-
tem. 
‘‘(4) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing a 
blockchain system other than a decentralized finance 
trading protocol. 
‘‘(5) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing a 
decentralized finance messaging system or decentral-
ized finance trading protocol, or operating or partici-
pating in a liquidity pool with respect thereto, for the 
purpose of executing a spot contract for the purchase 
or sale of a digital commodity. 
‘‘(6) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing 
software or systems that create or deploy hardware or 
software, including wallets or other systems, facili-
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tating an individual user’s own personal ability to 
keep, safeguard, or custody the user’s digital assets or 
related private keys. 
‘‘(b) EXCEPTIONS.—Subsection (a) shall not be inter-
preted to apply to the anti-fraud, anti-manipulation, or 
false reporting enforcement authorities of the Commission.’’. 
SEC. 410. RESOURCES FOR IMPLEMENTATION AND EN-
FORCEMENT. 
(a) COLLECTION OF FEES.— 
(1) IN
GENERAL.—The Commodity Futures 
Trading Commission (in this section referred to as 
the ‘‘Commission’’) shall charge and collect a fee from 
each person in provisional status registered with the 
Commission pursuant to section 106, on— 
(A) the filing of the initial application for 
registration; and 
(B) an annual basis thereafter for main-
taining provisional status. 
(2) AMOUNT.—The fees authorized under para-
graph (1) may be collected and available for obliga-
tion only in the amounts provided in advance in an 
appropriation Act. 
(3) AUTHORITY
TO
ADJUST
FEES.—Notwith-
standing the preceding provisions of this subsection, 
to promote fair competition or innovation, the Com-
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mission, in its sole discretion, may reduce or elimi-
nate any fee otherwise required to be paid by a small 
or medium filer under this subsection. 
(b) FEE SCHEDULE.— 
(1) IN GENERAL.—The Commission shall publish 
in the Federal Register a schedule of the fees to be 
charged and collected under this section. 
(2) CONTENT.—The fee schedule for a fiscal year 
shall include a written analysis of the estimate of the 
Commission of the total costs of carrying out the 
functions of the Commission under this Act during 
the fiscal year. 
(3) SUBMISSION
TO
CONGRESS.—Before pub-
lishing the fee schedule for a fiscal year, the Commis-
sion shall submit a copy of the fee schedule to the 
Committees on Agriculture and on Appropriations of 
the House of Representatives and the Committees on 
Agriculture, Nutrition, and Forestry and on Appro-
priations of the Senate. 
(4) TIMING.— 
(A) 1ST
FISCAL
YEAR.—The Commission 
shall publish the fee schedule for the fiscal year 
in which this Act is enacted, within 30 days 
after the date of the enactment of this Act. 
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(B) 
SUBSEQUENT
FISCAL
YEARS.—The 
Commission shall publish the fee schedule for 
each subsequent fiscal year, not less than 90 days 
before the due date prescribed by the Commission 
for payment of the annual fee for the fiscal year. 
(c) LATE PAYMENT PENALTY.— 
(1) IN GENERAL.—The Commission may impose 
a penalty against a person that fails to pay an an-
nual fee charged under this section, within 30 days 
after the due date prescribed by the Commission for 
payment of the fee. 
(2) AMOUNT.—The amount of the penalty shall 
be— 
(A) 5 percent of the amount of the fee due, 
multiplied by 
(B) the whole number of consecutive 30-day 
periods that have elapsed since the due date. 
(d) REIMBURSEMENT OF EXCESS FEES.—To the ex-
tent that the total amount of fees collected under this section 
during a fiscal year that begins after the date of the enact-
ment of this Act exceeds the amount provided under sub-
section (a)(2) with respect to the fiscal year, the Commis-
sion shall reimburse the excess amount to the persons who 
have timely paid their annual fees, on a pro-rata basis that 
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excludes penalties, and shall do so within 60 days after the 
end of the fiscal year. 
(e) DEPOSIT
OF FEES INTO
THE TREASURY.—All 
amounts collected under this section shall be credited to the 
currently applicable appropriation, account, or fund of the 
Commission as discretionary offsetting collections, and shall 
be available for the purposes authorized in subsection (f) 
only to the extent and in the amounts provided in advance 
in appropriations Acts. 
(f) AUTHORIZATION OF APPROPRIATIONS.—In addi-
tion to amounts otherwise authorized to be appropriated to 
the Commission, there is authorized to be appropriated to 
the Commission amounts collected under this section to 
cover the costs of carrying out the functions of the Commis-
sion under this Act. 
(g) EXPEDITED HIRING AUTHORITY.— 
(1) APPOINTMENT AUTHORITY.—The Chairman, 
pursuant to section 6(a), may appoint individuals to 
a position described in paragraph (2) of this sub-
section— 
(A) in accordance with the statutes, rules, 
and regulations governing appointments to posi-
tions in the excepted service (as defined in sec-
tion 2103 of title 5, United States Code); and 
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(B) without regard to any statute, rule, or 
regulation governing appointments to positions 
in the competitive service (as defined in section 
2102 of such title). 
(2) POSITION DESCRIBED.—A position referred 
to in subparagraph (1) is a position at the Commis-
sion that— 
(A) is in the competitive service (as defined 
in section 2102 of such title); and 
(B) requires specialized knowledge of digital 
commodities markets, financial and capital mar-
ket formation or regulation, financial market 
structures or surveillance, data collection or 
analysis, or information technology, cybersecu-
rity, or system safeguards. 
(3) RULE OF CONSTRUCTION.—The appointment 
of a candidate to a position under this subsection 
shall not be considered to cause the position to be con-
verted from the competitive service to the excepted 
service. 
(h) SUNSET.—The authorities provided by this section 
shall expire at the end of the 4th fiscal year that begins 
after the date of the enactment of this Act. 
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204 
SEC. 411. DIGITAL COMMODITY ACTIVITIES BY SEC-REG-
ISTERED ENTITIES. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.), as 
amended by the preceding provisions of this Act, is amended 
by inserting after section 5j the following: 
‘‘SEC. 5k. EXEMPTION FOR CERTAIN REGISTERED ENTITIES 
ENGAGED IN DIGITAL COMMODITY ACTIVI-
TIES. 
‘‘(a) BY ALTERNATIVE TRADING SYSTEMS.— 
‘‘(1) IN GENERAL.—On receipt by the Commis-
sion from an alternative trading system of a written 
or electronic notice that contains such information as 
the Commission, by rule, may prescribe as necessary 
or appropriate in the public interest or for the protec-
tion of investors, the alternative trading system shall 
be exempt from registration as a digital commodity 
exchange pursuant to section 5i if— 
‘‘(A) the alternative trading system does not 
list any retail commodity transactions pursuant 
to section 2(c)(2)(D); 
‘‘(B) the provider, or an affiliated person of 
the provider, of the alternative trading system is 
not otherwise registered under this Act; 
‘‘(C) the alternative trading system lists or 
trades no other contracts of sale of commodities, 
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except for digital commodities, currencies, and 
securities; and 
‘‘(D) the registration of the alternative trad-
ing system is not suspended pursuant to an 
order by the Securities and Exchange Commis-
sion. 
‘‘(2) FURTHER REQUIREMENTS.—An alternative 
trading system that provides notice to the Commis-
sion pursuant to paragraph (1) of this subsection 
shall be exempt from the requirements of section 5i to 
the extent that the alternative trading system— 
‘‘(A) is in compliance with requirements 
consistent with the requirements of section 5i 
and imposed on the alternative trading system 
by the Securities and Exchange Commission; 
‘‘(B) annually files with the Commission, in 
a form and manner acceptable to the Commis-
sion, a notice that demonstrates compliance with 
this paragraph and contains any other informa-
tion the Commission determines to be necessary 
or appropriate to perform the duties of the Com-
mission under this Act; and 
‘‘(C) has total trading volume in digital 
commodities during any calendar quarter in ei-
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ther of its 2 most recently completed fiscal years 
that does not exceed the lesser of— 
‘‘(i) 25 percent of the total trading vol-
ume for all transactions over the same pe-
riod; or 
‘‘(ii) $50,000,000,000. 
‘‘(3) ENFORCEMENT.—This subsection shall not 
be construed to limit any jurisdiction that the Com-
mission may otherwise have under any other provi-
sion of this Act with respect to a contract of sale of 
a digital commodity or persons effecting contracts of 
sale of digital commodities. 
‘‘(b) BY REGISTERED INTERMEDIARIES.— 
‘‘(1) IN GENERAL.—On receipt by the Commis-
sion, from a broker or dealer that is registered with 
the Securities and Exchange Commission, of a writ-
ten or electronic notice that contains such informa-
tion as the Commission, by rule, may prescribe as 
necessary or appropriate in the public interest or for 
the protection of investors, the broker or dealer shall 
be exempt from registration as a digital commodity 
broker or digital commodity dealer pursuant to sec-
tion 4u of this Act if— 
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‘‘(A) the broker or dealer does not offer or 
engage in any retail commodity transactions 
pursuant to section 2(c)(2)(D) of this Act; 
‘‘(B) the broker or dealer, or an affiliated 
person of the broker or dealer, is not otherwise 
registered under this Act; 
‘‘(C) the broker or dealer does not offer or 
engage in any other contracts of sale of commod-
ities, except for digital commodities, currencies, 
and securities; 
‘‘(D) the broker or dealer is not subject to 
a statutory disqualification, as defined under 
section 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)); and 
‘‘(E) the broker or dealer is a member of a 
national securities association registered pursu-
ant to section 15A of the Securities Exchange 
Act of 1934. 
‘‘(2) FURTHER
REQUIREMENTS.—A broker or 
dealer that provides notice to the Commission pursu-
ant to paragraph (1) shall be exempt from the re-
quirements of section 4u to the extent that the broker 
or dealer— 
‘‘(A) is in compliance with requirements 
consistent with the requirements of section 4u 
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208 
and imposed on the broker or dealer by the Secu-
rities and Exchange Commission; 
‘‘(B) annually files with the Commission, in 
a form and manner acceptable to the Commis-
sion, a notice that demonstrates compliance with 
this subsection and contains any other informa-
tion the Commission determines to be necessary 
or appropriate to perform the duties of the Com-
mission under this Act; and 
‘‘(C) has consolidated annual gross finan-
cial revenues in either of its 2 most recently com-
pleted fiscal years from sales, commissions or 
other activities in digital commodities that do 
not exceed the lesser of— 
‘‘(i) 10 percent of the total annual 
gross revenues during the same period; or 
‘‘(ii) $100,000,000. 
‘‘(3) ENFORCEMENT.—This subsection shall not 
be construed to limit any jurisdiction that the Com-
mission may otherwise have under any other provi-
sion of this Act with respect to a contract of sale of 
a digital commodity and persons effecting contracts of 
sale of digital commodities.’’. 
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209 
SEC. 412. REQUIREMENTS RELATED TO CONTROL PERSONS. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.), as 
amended the preceding provisions of this Act, is amended 
by inserting after section 4v the following: 
‘‘SEC. 4w. LIMITATION ON TRANSACTIONS BY BLOCKCHAIN 
CONTROL PERSONS. 
‘‘(a) LIMITATION.—It shall be unlawful for a 
blockchain control person with respect to a blockchain sys-
tem certified as a mature blockchain system in accordance 
with section 42 of the Securities Exchange Act of 1934 to 
sell a unit of a digital commodity related to the blockchain 
system unless the person files notice with the Commission, 
in a form and manner determined by the Commission, that 
the person has or intends to obtain an authority described 
in subsection (b)(1) with respect to the blockchain system, 
and complies with rules adopted by the Commission that 
require— 
‘‘(1) disclosure of information to the Commission 
and the public about the material activities, as deter-
mined by the Commission, of the blockchain control 
person; and 
‘‘(2)(A) the use of a digital commodity broker to 
effect the sale; or 
‘‘(B) such other sales restrictions applicable to 
the blockchain control person, or any affiliated 
blockchain control person, to prevent manipulation 
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and distortion of the value of the digital commodity 
and promote further maturity of the blockchain sys-
tem to which the digital commodity relates. 
‘‘(b) DEFINITIONS.—In this section: 
‘‘(1) BLOCKCHAIN CONTROL PERSON.—The term 
‘blockchain control person’ means, with respect to a 
blockchain system, any person or group of persons 
under common control, other than a decentralized 
governance system, who— 
‘‘(A) has the unilateral authority, directly 
or indirectly, through any contract, arrange-
ment, understanding, relationship, or otherwise, 
to control or materially alter the functionality, 
operation, or rules of consensus or agreement of 
the blockchain system or its related digital com-
modity; or 
‘‘(B) has the unilateral authority to direct 
the voting, in the aggregate, of 20 percent or 
more of the outstanding voting power of the 
blockchain system by means of a related digital 
commodity, nodes or validators, a decentralized 
governance system, or otherwise, in a blockchain 
system which can be altered by a voting system. 
‘‘(2) AFFILIATED
BLOCKCHAIN
CONTROL
PER-
SON.—The term ‘affiliated blockchain control person’ 
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means any person directly or indirectly controlling, 
controlled by, or under common control with a 
blockchain control person, as the Commission by rule 
or regulation, may determine will effectuate the pur-
poses of this section.’’. 
SEC. 413. OTHER TRADABLE ASSETS. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.), as 
amended by the preceding provisions of this Act, is amended 
by inserting after section 4w the following: 
‘‘SEC. 4x. TRADING REQUIREMENTS FOR OTHER TRADABLE 
ASSETS. 
‘‘(a) LIMITATION.—A tradable asset shall not be of-
fered, solicited, traded, facilitated, executed, cleared, re-
ported, or otherwise dealt in, on or subject to the rules of 
a registered entity, or by any other entity registered with 
the Commission, except in accordance with subsection (b). 
‘‘(b) REQUIREMENTS.— 
‘‘(1) TREATMENT
OF
TRADABLE
ASSETS.—A 
tradable asset that is offered, solicited, traded, facili-
tated, executed, cleared, reported, or otherwise dealt in 
on or subject to the rules of a registered entity, or by 
any other entity registered with the Commission, shall 
be treated as a digital commodity for purposes of this 
Act. 
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‘‘(2) ADDITIONAL RULEMAKING AUTHORITY.—In 
addition to the other requirements of this Act, the 
Commission may, by rule or regulation, impose addi-
tional obligations on any person registered under this 
Act offering, soliciting, trading, facilitating, exe-
cuting, clearing, reporting, or otherwise dealing in a 
tradable asset, or class thereof, pursuant to paragraph 
(1) as are necessary for the protection of customers, 
the promotion of innovation, and the maintenance of 
fair, orderly, and efficient markets, including addi-
tional obligations related to— 
‘‘(A) disclosure; 
‘‘(B) recordkeeping; 
‘‘(C) capital; 
‘‘(D) reporting; 
‘‘(E) business conduct; 
‘‘(F) documentation; 
‘‘(G) supervision of employees; and 
‘‘(H) segregation. 
‘‘(3) PROHIBITION
ON
TRADING.—A tradable 
asset, the primary purpose of which is to be used to 
commit fraud or market manipulation, or engage in 
any other conduct that would result in abusive prac-
tices or be disruptive to market integrity, shall not be 
offered, solicited, traded, facilitated, executed, cleared, 
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reported, or otherwise dealt in on or subject to the 
rules of a registered entity, or by any other entity reg-
istered with the Commission. 
‘‘(c) TRADABLE ASSET DEFINED.—In this section, the 
term ‘tradable asset’ means a digital asset other than— 
‘‘(1) a digital commodity that is treated as such 
other than by reason of subsection (b)(1) of this sec-
tion; or 
‘‘(2) a digital asset excluded from the definition 
of digital commodity pursuant to subclause (I) 
through (VII) of section 1a(16)(F)(iii). 
‘‘(d) GUIDANCE ON FRAUDULENT, MANIPULATIVE, OR 
DISRUPTIVE TRADABLE ASSETS.—The Commission may, 
after public notice and comment, issue guidance estab-
lishing criteria for determining if the primary purpose of 
a tradable asset is to be used to commit fraud or market 
manipulation, or engage in any other conduct that would 
result in abusive practices or be disruptive to market integ-
rity.’’. 
SEC. 414. EFFECTIVE DATE. 
Unless otherwise provided in this title, this title and 
the amendments made by this title shall take effect 270 days 
after the date of the enactment of this Act. 
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SEC. 415. SENSE OF CONGRESS. 
It is the sense of Congress that nothing in this Act or 
any amendment made by this Act should be interpreted to 
authorize any entity to regulate any commodity, other than 
a digital commodity, on any spot market. 
TITLE V—INNOVATION AND 
TECHNOLOGY IMPROVEMENTS 
SEC. 501. FINDINGS; SENSE OF CONGRESS. 
(a) FINDINGS.—Congress finds the following: 
(1) Entrepreneurs and innovators are building 
and deploying this next generation of the internet. 
(2) Digital commodity networks represent a new 
way for people to join together and cooperate with one 
another to undertake certain activities. 
(3) Digital commodities have the potential to be 
the foundational building blocks of these systems, 
aligning the economic incentive for individuals to co-
operate with one another to achieve a common pur-
pose. 
(4) The digital commodity ecosystem has the po-
tential to grow our economy and improve everyday 
lives of Americans by facilitating collaboration 
through the use of technology to manage activities, al-
locate resources, and facilitate decision making. 
(5) Blockchain systems and the digital commod-
ities they empower provide control, enhance trans-
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parency, reduce transaction costs, and increase effi-
ciency if proper protections are put in place for in-
vestors, consumers, our financial system, and our na-
tional security. 
(6) Blockchain technology facilitates new types of 
network participation which businesses in the United 
States may utilize in innovative ways. 
(7) Other digital commodity companies are set-
ting up their operations outside of the United States, 
where countries are establishing frameworks to em-
brace the potential of blockchain technology and dig-
ital commodities and provide safeguards for con-
sumers. 
(8) Digital commodities, despite the purported 
anonymity, provide law enforcement with an excep-
tional tracing tool to identify illicit activity and 
bring criminals to justice. 
(9) The Financial Services Committee of the 
House of Representatives has held multiple hearings 
highlighting various risks that digital commodities 
can pose to the financial markets, consumers, and in-
vestors that must be addressed as we seek to harness 
the benefits of these innovations. 
(b) SENSE OF CONGRESS.—It is the sense of Congress 
that— 
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(1) the United States should seek to prioritize 
understanding the potential opportunities of the next 
generation of the internet; 
(2) the United States should seek to foster ad-
vances in technology that have robust evidence indi-
cating they can improve our financial system and 
create more fair and equitable access to financial 
services for everyday Americans while protecting our 
financial system, investors, and consumers; 
(3) the United States must support the respon-
sible development of digital commodities and the un-
derlying technology in the United States or risk the 
shifting of the development of such assets and tech-
nology outside of the United States, to less regulated 
countries; 
(4) Congress should consult with public and pri-
vate sector stakeholders to understand how to enact a 
functional framework tailored to the specific risks and 
unique benefits of different digital commodity-related 
activities, distributed ledger technology, distributed 
networks, and mature blockchain systems; 
(5) Congress should enact a functional frame-
work tailored to the specific risks of different digital 
commodity-related activities and unique benefits of 
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distributed ledger technology, distributed networks, 
and mature blockchain systems; and 
(6) consumers and market participants will ben-
efit from a framework for digital commodities con-
sistent with longstanding investor protections in secu-
rities and commodities markets, yet tailored to the 
unique benefits and risks of the digital commodity 
ecosystem. 
SEC. 502. MODERNIZATION OF THE SECURITIES AND EX-
CHANGE COMMISSION MISSION. 
(a) SECURITIES ACT OF 1933.—Section 2(b) of the Se-
curities Act of 1933 (15 U.S.C. 77(b)) is amended— 
(1) in the heading, by inserting ‘‘INNOVATION,’’ 
after ‘‘EFFICIENCY,’’; and 
(2) by inserting ‘‘innovation,’’ after ‘‘efficiency,’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 
78(c)) is amended— 
(1) in the heading, by inserting ‘‘INNOVATION,’’ 
after ‘‘EFFICIENCY,’’; and 
(2) by inserting ‘‘innovation,’’ after ‘‘efficiency,’’. 
(c) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(c) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–2) is amended— 
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(1) in the heading, by inserting ‘‘INNOVATION,’’ 
after ‘‘EFFICIENCY,’’; and 
(2) by inserting ‘‘innovation,’’ after ‘‘efficiency,’’. 
(d) INVESTMENT COMPANY ACT
OF 1940.—Section 
2(c) of the Investment Company Act of 1940 (15 U.S.C. 
80a–2) is amended— 
(1) in the heading, by inserting ‘‘INNOVATION,’’ 
after ‘‘EFFICIENCY,’’; and 
(2) by inserting ‘‘innovation,’’ after ‘‘efficiency,’’. 
SEC. 503. STRATEGIC HUB FOR INNOVATION AND FINAN-
CIAL TECHNOLOGY. 
Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d) is amended by adding at the end the following: 
‘‘(k) STRATEGIC HUB FOR INNOVATION AND FINAN-
CIAL TECHNOLOGY.— 
‘‘(1) ESTABLISHMENT.—Not later than 180 days 
after the date of the enactment of this subsection, the 
Securities and Exchange Commission shall establish a 
committee to be known as the Strategic Hub for Inno-
vation and Financial Technology (referred to in this 
subsection as the ‘FinHub’) to support engagement on 
emerging technologies in the financial sector. 
‘‘(2) MEMBERS.—The composition of FinHub 
shall be determined by the Commission, drawing from 
relevant divisions as appropriate, including the Divi-
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sion of Trading and Markets, Division of Corporate 
Finance, and Division of Investment Management. 
‘‘(3) RESPONSIBILITIES.—FinHub shall— 
‘‘(A) serve as a resource for the Commission 
on emerging financial technology advancements; 
‘‘(B) engage with market participants work-
ing on emerging financial technologies; and 
‘‘(C) facilitate communication between the 
Commission and businesses working in emerging 
financial technology fields with information on 
the Commission, its rules, and regulations. 
‘‘(4) REPORT TO THE COMMISSION.— 
‘‘(A) IN GENERAL.—Not later than October 
31 of each year after 2025, FinHub shall provide 
an annual summary of its engagement activities 
to the Commission, which shall be included in 
the Commission’s annual report to Congress. 
‘‘(B) CONFIDENTIALITY.—Each report sub-
mitted under this paragraph shall not contain 
confidential information.’’. 
SEC. 504. CODIFICATION OF LABCFTC. 
(a) IN GENERAL.—Section 18 of the Commodity Ex-
change Act (7 U.S.C. 22) is amended by adding at the end 
the following: 
‘‘(c) LABCFTC.— 
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‘‘(1) ESTABLISHMENT.—There is established in 
the Commission LabCFTC. 
‘‘(2) PURPOSE.—The purposes of LabCFTC are 
to— 
‘‘(A) promote responsible financial tech-
nology innovation and fair competition for the 
benefit of the American public; 
‘‘(B) serve as an information platform to 
inform the Commission about new financial 
technology innovation; and 
‘‘(C) provide outreach to financial tech-
nology innovators to discuss their innovations 
and the regulatory framework established by this 
Act and the regulations promulgated thereunder. 
‘‘(3) DIRECTOR.—LabCFTC shall have a Direc-
tor, who shall be appointed by the Commission and 
serve at the pleasure of the Commission. Notwith-
standing section 2(a)(6)(A), the Director shall report 
directly to the Commission and perform such func-
tions and duties as the Commission may prescribe. 
‘‘(4) DUTIES.—LabCFTC shall— 
‘‘(A) advise the Commission with respect to 
rulemakings or other agency or staff action re-
garding financial technology; 
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‘‘(B) provide internal education and train-
ing to the Commission regarding financial tech-
nology; 
‘‘(C) advise the Commission regarding fi-
nancial technology that would bolster the Com-
mission’s oversight functions; 
‘‘(D) engage with academia, students, and 
professionals on financial technology issues, 
ideas, and technology relevant to activities under 
this Act; 
‘‘(E) provide persons working in emerging 
technology fields with information on the Com-
mission, its rules and regulations, and the role 
of a registered futures association; and 
‘‘(F) encourage persons working in emerg-
ing technology fields to engage with the Commis-
sion and obtain feedback from the Commission 
on potential regulatory issues. 
‘‘(5) REPORT TO CONGRESS.— 
‘‘(A) IN GENERAL.—Not later than October 
31 of each year after 2025, LabCFTC shall sub-
mit to the Committee on Agriculture of the 
House of Representatives and the Committee on 
Agriculture, Nutrition, and Forestry of the Sen-
ate a report on its activities. 
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‘‘(B) CONTENTS.—Each report required 
under paragraph (1) shall include— 
‘‘(i) the total number of persons that 
met with LabCFTC; 
‘‘(ii) a summary of general issues dis-
cussed during meetings with the person; 
‘‘(iii) information on steps LabCFTC 
has taken to improve Commission services, 
including responsiveness to the concerns of 
persons; 
‘‘(iv) recommendations made to the 
Commission with respect to the regulations, 
guidance, and orders of the Commission 
and such legislative actions as may be ap-
propriate; and 
‘‘(v) any other information determined 
appropriate by the Director of LabCFTC. 
‘‘(C) CONFIDENTIALITY.—A report under 
paragraph (A) shall abide by the confidentiality 
requirements in section 8. 
‘‘(6) RECORDS
AND
ENGAGEMENT.—The Com-
mission shall— 
‘‘(A) maintain systems of records to track 
engagements with the public through LabCFTC; 
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‘‘(B) store communications and materials 
received in connection with any such engagement 
in accordance with Commission policies and 
procedures on data retention and confidentiality; 
and 
‘‘(C) take reasonable steps to protect any 
confidential or proprietary information received 
through LabCFTC engagement.’’. 
(b) CONFORMING AMENDMENTS.—Section 2(a)(6)(A) 
of such Act (7 U.S.C. 2(a)(6)(A)) is amended— 
(1) by striking ‘‘paragraph and in’’ and insert-
ing ‘‘paragraph,’’; and 
(2) by inserting ‘‘and section 18(c)(3),’’ before 
‘‘the executive’’. 
(c) EFFECTIVE DATE.—The Commodity Futures Trad-
ing Commission shall implement the amendments made by 
this section (including complying with section 18(c)(7) of 
the Commodity Exchange Act) within 180 days after the 
date of the enactment of this Act. 
SEC. 505. STUDY ON DECENTRALIZED FINANCE. 
(a) IN GENERAL.—The Commodity Futures Trading 
Commission, the Securities and Exchange Commission, and 
the Secretary of the Treasury shall jointly carry out a study 
on decentralized finance that analyzes— 
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(1) the nature, size, role, and use of decentralized 
finance blockchain applications; 
(2) the operation of blockchain applications that 
comprise decentralized finance; 
(3) the interoperability of blockchain applica-
tions and other blockchain systems; 
(4) the interoperability of blockchain applica-
tions and software-based systems, including websites 
and wallets; 
(5) the decentralized governance systems through 
which blockchain applications may be developed, pub-
lished, constituted, administered, maintained, or oth-
erwise distributed, including— 
(A) whether the systems enhance or detract 
from— 
(i) the decentralization of the decen-
tralized finance; and 
(ii) the inherent benefits and risks of 
the decentralized governance system; and 
(B) any procedures, requirements, or best 
practices that would mitigate the risks identified 
in subparagraph (A)(ii); 
(6) the benefits of decentralized finance, includ-
ing— 
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(A) operational resilience and availability 
of blockchain systems; 
(B) interoperability of blockchain systems; 
(C) market competition and innovation; 
(D) transaction efficiency; 
(E) transparency and traceability of trans-
actions; and 
(F) disintermediation; 
(7) the risks of decentralized finance, includ-
ing— 
(A) pseudonymity of users and transactions; 
(B) disintermediation; and 
(C) cybersecurity vulnerabilities; 
(8) the extent to which decentralized finance has 
integrated with the traditional financial markets and 
any potential risks or improvements to the stability 
of the markets; 
(9) how the levels of illicit activity in decentral-
ized finance compare with the levels of illicit activity 
in traditional financial markets; 
(10) methods for addressing illicit activity in de-
centralized finance and traditional markets that are 
tailored to the unique attributes of each; 
(11) how decentralized finance may increase the 
accessibility of cross-border transactions; and 
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(12) the feasibility of embedding self-executing 
compliance and risk controls into decentralized fi-
nance. 
(b) CONSULTATION.—In carrying out the study re-
quired under subsection (a), the Commodity Futures Trad-
ing Commission and the Securities and Exchange Commis-
sion shall consult with the Secretary of the Treasury on 
the factors described under paragraphs (7) through (10) of 
subsection (a). 
(c) REPORT.—Not later than 1 year after the date of 
enactment of this Act, the Commodity Futures Trading 
Commission and the Securities and Exchange Commission 
shall jointly submit to the relevant congressional committees 
a report that includes the results of the study required by 
subsection (a). 
(d) GAO STUDY.—The Comptroller General of the 
United States shall— 
(1) carry out a study on decentralized finance 
that analyzes the information described under para-
graphs (1) through (12) of subsection (a); and 
(2) not later than 1 year after the date of enact-
ment of this Act, submit to the relevant congressional 
committees a report that includes the results of the 
study required by paragraph (1). 
(e) DEFINITIONS.—In this section: 
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(1) DECENTRALIZED FINANCE.— 
(A) IN GENERAL.—The term ‘‘decentralized 
finance’’ means blockchain applications (includ-
ing decentralized finance trading protocols and 
related decentralized finance messaging systems) 
that allow users to engage in financial trans-
actions in a self-directed manner so that a third- 
party intermediary does not effectuate the trans-
actions or take custody of digital commodities of 
a user during any part of the transactions. 
(B) RELATIONSHIP TO EXCLUDED ACTIVI-
TIES.—The term ‘‘decentralized finance’’ shall 
not be interpreted to limit or exclude any activ-
ity from the activities described in section 15I(a) 
of the Securities Exchange Act of 1934 or section 
4v(a) of the Commodity Exchange Act. 
(2) RELEVANT CONGRESSIONAL COMMITTEES.— 
The 
term 
‘‘relevant 
congressional 
committees’’ 
means— 
(A) the Committees on Financial Services 
and Agriculture of the House of Representatives; 
and 
(B) the Committees on Banking, Housing, 
and Urban Affairs and Agriculture, Nutrition, 
and Forestry of the Senate. 
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SEC. 506. STUDY ON NON-FUNGIBLE TOKENS. 
(a) IN GENERAL.—The Comptroller General of the 
United States shall carry out a study of non-fungible tokens 
that analyzes— 
(1) the nature, size, role, purpose, and use of 
non-fungible tokens; 
(2) the similarities and differences between non- 
fungible tokens and other digital commodities, includ-
ing digital commodities and permitted payment 
stablecoins, and how the markets for those digital 
commodities intersect with each other; 
(3) how non-fungible tokens are minted by 
issuers and subsequently administered to purchasers; 
(4) how non-fungible tokens are stored after 
being purchased by a consumer; 
(5) the interoperability of non-fungible tokens be-
tween different blockchain systems; 
(6) the scalability of different non-fungible tokens 
marketplaces; 
(7) the benefits of non-fungible tokens, including 
verifiable digital ownership; 
(8) the risks of non-fungible tokens, including— 
(A) intellectual property rights; 
(B) cybersecurity risks; and 
(C) market risks; 
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(9) whether and how non-fungible tokens have 
integrated with traditional marketplaces, including 
those for music, real estate, gaming, events, and trav-
el; 
(10) whether and how non-fungible tokens can be 
used to facilitate commerce or other activities through 
the representation of documents, identification, con-
tracts, licenses, and other commercial, government, or 
personal records; 
(11) any potential risks to traditional markets 
from such integration; and 
(12) the levels and types of illicit activity in 
non-fungible tokens markets. 
(b) REPORT.—Not later than 1 year after the date of 
the enactment of this Act, the Comptroller General, shall 
make publicly available a report that includes the results 
of the study required by subsection (a). 
SEC. 507. STUDY ON EXPANDING FINANCIAL LITERACY 
AMONGST DIGITAL COMMODITY HOLDERS. 
(a) IN GENERAL.—The Commodity Futures Trading 
Commission with the Securities and Exchange Commission 
shall jointly conduct a study to identify— 
(1) the existing level of financial literacy among 
retail digital commodity holders, including subgroups 
of investors identified by the Commodity Futures 
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Trading Commission with the Securities and Ex-
change Commission; 
(2) methods to improve the timing, content, and 
format of financial literacy materials regarding dig-
ital commodities provided by the Commodity Futures 
Trading Commission and the Securities and Ex-
change Commission; 
(3) methods to improve coordination between the 
Securities and Exchange Commission and the Com-
modity Futures Trading Commission with other 
agencies, including the Financial Literacy and Edu-
cation Commission as well as nonprofit organizations 
and State and local jurisdictions, to better dissemi-
nate financial literacy materials; 
(4) the efficacy of current financial literacy ef-
forts with a focus on rural communities and commu-
nities with majority minority populations; 
(5) the most useful and understandable relevant 
information, including clear disclosures, that retail 
digital commodity holders need to make informed fi-
nancial decisions before engaging with or purchasing 
a digital commodity or service that is typically sold 
to retail investors of digital commodities; 
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(6) the most effective public-private partnerships 
in providing financial literacy regarding digital com-
modities to consumers; 
(7) the most relevant metrics to measure success-
ful improvement of the financial literacy of an indi-
vidual after engaging with financial literacy efforts; 
and 
(8) in consultation with the Financial Literacy 
and Education Commission, a strategy (including to 
the extent practicable, measurable goals and objec-
tives) to increase financial literacy of investors re-
garding digital commodities. 
(b) REPORT.—Not later than 1 year after the date of 
the enactment of this Act, the Commodity Futures Trading 
Commission and the Securities and Exchange Commission 
shall jointly submit a written report on the study required 
by subsection (a) to the Committees on Financial Services 
and on Agriculture of the House of Representatives and the 
Committees on Banking, Housing, and Urban Affairs and 
on Agriculture, Nutrition, and Forestry of the Senate. 
SEC. 508. STUDY ON FINANCIAL MARKET INFRASTRUCTURE 
IMPROVEMENTS. 
(a) IN GENERAL.—The Commodity Futures Trading 
Commission and the Securities and Exchange Commission 
shall jointly conduct a study to assess whether additional 
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guidance or rules are necessary to facilitate the development 
of tokenized securities and derivatives products, and to the 
extent such guidance or rules would foster the development 
of fair and orderly financial markets, be necessary or ap-
propriate in the public interest, and be consistent with the 
protection of investors and customers. 
(b) REPORT.— 
(1) TIME LIMIT.—Not later than 1 year after the 
date of enactment of this Act, the Commodity Futures 
Trading Commission and the Securities and Ex-
change Commission shall jointly submit to the rel-
evant congressional committees a report that includes 
the results of the study required by subsection (a). 
(2) RELEVANT CONGRESSIONAL COMMITTEES DE-
FINED.—In this section, the term ‘‘relevant congres-
sional committees’’ means— 
(A) the Committees on Financial Services 
and on Agriculture of the House of Representa-
tives; and 
(B) the Committees on Banking, Housing, 
and Urban Affairs and on Agriculture, Nutri-
tion, and Forestry of the Senate. 
SEC. 509. STUDY ON ILLICIT USE OF DIGITAL ASSETS. 
(a) IN GENERAL.—One year after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
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and the Commodity Futures Trading Commission, in con-
junction with the Secretary of the Treasury, shall conduct 
a comprehensive review of how Foreign Terrorist Organiza-
tions and Transnational Criminal Syndicates utilize dig-
ital assets in connection with illicit activities. 
(b) SCOPE.—This review shall include an analysis of 
whether the Securities and Exchange Commission and the 
Commodity Futures Trading Commission have the nec-
essary tools and resources to effectively detect, disrupt, and 
deter illicit financial activity. 
(c) REPORT.—The two Commissions shall jointly issue 
a report to the Committees on Agriculture and on Financial 
Services of the House of Representatives and the Committees 
on Agriculture, Nutrition, and Forestry and on Banking, 
Housing, and Urban Affairs of the Senate on the findings 
of the Commissions. 
SEC. 510. CONFLICT OF INTEREST RULEMAKING. 
No later than 360 days after the date of the enactment 
of this Act, the Commodity Futures Trading Commission 
shall issue rules establishing requirements for the identifica-
tion, mitigation, and resolution of conflicts of interest 
among and across registered entities (within the meaning 
of the Commodity Exchange Act) and persons required to 
be registered with the Commission, including conflicts of in-
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terest related to vertically integrated market structures and 
their varying responsibilities. 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as 
the ‘‘Digital Asset Market Clarity Act of 2025’’ 
or the ‘‘CLARITY Act of 2025’’. 
(b) TABLE OF CONTENTS.—The table of con-
tents for this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—DEFINITIONS; RULEMAKING; PROVISIONAL 
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. Provisional registration for digital commodity ex-
changes, brokers, and dealers. 
Sec. 107. Commodity Exchange Act and securities laws savings 
provisions. 
Sec. 108. Administrative requirements. 
Sec. 109. International cooperation. 
Sec. 110. Treatment of certain non-controlling blockchain de-
velopers. 
Sec. 111. Application of the Bank Secrecy Act. 
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 commod-
ities. 
Sec. 203. Treatment of secondary transactions in digital com-
modities that originally involved investment con-
tracts. 
Sec. 204. Requirements for offers and sales of digital commod-
ities 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 
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Sec. 301. Treatment of digital commodities and permitted pay-
ment stablecoins. 
Sec. 302. Anti-fraud 
authority 
over 
permitted 
payment 
stablecoins and certain digital commodity trans-
actions. 
Sec. 303. Eligibility of alternative trading systems. 
Sec. 304. Operation of alternative trading systems. 
Sec. 305. Modernization of recordkeeping requirements. 
Sec. 306. Exemptive authority. 
Sec. 307. Additional registrations with the Commodity Futures 
Trading Commission. 
Sec. 308. Exempting digital commodities from State securities 
laws. 
Sec. 309. Exclusion for decentralized finance activities. 
Sec. 310. Treatment of custody activities by banking institu-
tions. 
Sec. 311. Broker and dealer disclosures regarding the treat-
ment of assets. 
Sec. 312. Digital commodity activities that are financial in na-
ture. 
Sec. 313. Effective date; administration. 
Sec. 314. Studies on foreign adversary participation. 
TITLE 
IV—REGISTRATION 
FOR 
DIGITAL 
COMMODITY 
INTERMEDIARIES AT THE COMMODITY FUTURES TRAD-
ING COMMISSION 
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 com-
modities. 
Sec. 404. Registration of digital commodity exchanges. 
Sec. 405. Qualified digital asset custodians. 
Sec. 406. Registration and regulation of digital commodity bro-
kers and dealers. 
Sec. 407. Registration of associated persons. 
Sec. 408. Registration of commodity pool operators and com-
modity trading advisors. 
Sec. 409. Exclusion for decentralized finance activities. 
Sec. 410. Resources for implementation and enforcement. 
Sec. 411. Digital commodity activities by SEC-registered enti-
ties. 
Sec. 412. Requirements related to control persons. 
Sec. 413. Effective date. 
Sec. 414. Sense of Congress. 
TITLE V—INNOVATION AND TECHNOLOGY 
IMPROVEMENTS 
Sec. 501. Findings; sense of Congress. 
Sec. 502. Modernization of the Securities and Exchange Com-
mission mission. 
Sec. 503. Strategic Hub for Innovation and Financial Tech-
nology. 
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Sec. 504. Codification of LabCFTC. 
Sec. 505. Study on decentralized finance. 
Sec. 506. Study on non-fungible tokens. 
Sec. 507. Study on expanding financial literacy amongst digital 
commodity holders. 
Sec. 508. Study on financial market infrastructure improve-
ments. 
Sec. 509. Study on blockchain in payments. 
TITLE 
I—DEFINITIONS; 
RULE-
MAKING; PROVISIONAL 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 net-
work to create a distributed 
ledger 
of 
independently 
verifiable transactions or in-
formation 
among 
network 
participants; 
‘‘(II) linked using cryptog-
raphy to maintain the integ-
rity of the distributed ledger 
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and to execute other func-
tions; and 
‘‘(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 
technology 
described 
in 
subpara-
graph (A). 
‘‘(21) BLOCKCHAIN
APPLICATION.—The 
term ‘blockchain application’ means any 
executable software 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 partici-
pants of a blockchain to facilitate its 
functioning, or other similar technology. 
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‘‘(23) BLOCKCHAIN
SYSTEM.—The term 
‘blockchain 
system’ 
means 
any 
blockchain, together with its blockchain 
protocol or any blockchain application or 
network of blockchain applications. 
‘‘(24) DECENTRALIZED GOVERNANCE SYS-
TEM.— 
‘‘(A) IN
GENERAL.—The term ‘de-
centralized 
governance 
system’ 
means, with respect to a blockchain 
system, any transparent, rules-based 
system permitting persons to form 
consensus or reach agreement in the 
development, provision, publication, 
maintenance, or administration of 
such blockchain system, where par-
ticipation is not limited to, or under 
the effective control of, any person or 
group of persons under common con-
trol. 
‘‘(B) RELATIONSHIP OF PERSONS TO 
DECENTRALIZED
GOVERNANCE
SYS-
TEMS.—With respect to a decentral-
ized governance system, the decen-
tralized governance system and any 
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persons participating in the decen-
tralized governance system shall be 
treated as separate persons unless 
such persons are under common con-
trol or acting pursuant to an agree-
ment to act in concert. 
‘‘(C) LEGAL
ENTITIES
FOR
DECEN-
TRALIZED
GOVERNANCE
SYSTEMS.—The 
term ‘decentralized governance sys-
tem’ shall include a legal entity used 
to implement the rules-based system 
described in subparagraph (A), pro-
vided that the legal entity does not 
operate pursuant to centralized man-
agement. For the purposes of this 
subparagraph, the delegation of min-
isterial or administrative authority at 
the direction of the participants in a 
decentralized 
governance 
system 
shall not be construed to be central-
ized management. 
‘‘(25) DIGITAL ASSET.—The term ‘digital 
asset’ means any digital representation of 
value which is recorded on a cryp-
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tographically-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 
PERSON.—The term ‘digital commodity af-
filiated person’ means a person (includ-
ing a digital commodity related person) 
that, with respect to any digital com-
modity— 
‘‘(A) acquires or has any right to 
acquire 5 percent or more of the total 
outstanding units of such digital com-
modity from a digital commodity 
issuer or an agent or underwriter 
thereof (other than a decentralized 
governance system); 
‘‘(B) is a founder of the digital 
commodity issuer; or 
‘‘(C) is an executive officer, direc-
tor, trustee, general partner, or per-
son serving in a similar capacity of 
the digital commodity issuer or held 
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such role at any point in the previous 
12-month period. 
‘‘(28) DIGITAL COMMODITY ISSUER.— 
‘‘(A) IN GENERAL.—With respect to 
a digital 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 commodity to a person. 
‘‘(B) PROHIBITION
ON
EVASION.—It 
shall be unlawful for any person to 
knowingly evade classification as a 
‘digital commodity issuer’ and facili-
tate an arrangement for the primary 
purpose of effecting an offer, sale, 
distribution, or other issuance of a 
digital commodity, including via any 
arrangement involving the transfer of 
intellectual property associated with 
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the blockchain system to which the 
digital commodity relates. 
‘‘(29) DIGITAL COMMODITY RELATED PER-
SON.— 
‘‘(A) IN GENERAL.—With respect to 
a digital commodity issuer, the term 
‘digital commodity related person’ 
means a person— 
‘‘(i) that is or was in the pre-
vious 6-month period a promoter, 
senior employee, advisory board 
member, consultant, advisor, or 
person serving in a similar capac-
ity; 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 commodity issuer or an 
agent 
or 
underwriter 
thereof 
(other than a decentralized gov-
ernance system). 
‘‘(B) SENIOR
EMPLOYEE
DEFINED.— 
In this paragraph and with respect to 
a digital commodity issuer, the term 
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‘senior employee’ means any em-
ployee materially involved in the 
management of the digital commodity 
issuer, including management of the 
development of the blockchain sys-
tem to which the digital commodity 
relates. 
‘‘(30) END
USER
DISTRIBUTION.—The 
term ‘end user distribution’ means a dis-
tribution of a unit of a digital commodity 
that— 
‘‘(A) does not involve an exchange 
of more than a nominal value of cash, 
property, or other assets; and 
‘‘(B) is distributed in a broad and 
equitable manner based on condi-
tions capable of being satisfied by 
any participant in the blockchain sys-
tem, including, as incentive-based re-
wards— 
‘‘(i) to users of the digital com-
modity or any blockchain system 
to which the digital commodity 
relates; 
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‘‘(ii) for activities directly re-
lated to the operation of the 
blockchain system, such as min-
ing, validating, staking, or other 
activity directly tied to the oper-
ation of the blockchain system; or 
‘‘(iii) to the existing holders of 
another 
digital 
commodity, 
in 
proportion to the total units of 
such other digital commodity as 
are held by each person. 
‘‘(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.— 
‘‘(A) IN GENERAL.—The term ‘per-
mitted payment stablecoin’ means a 
digital asset— 
‘‘(i) that is or is designed to be 
used as a means of payment or 
settlement; 
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‘‘(ii) that is denominated in a 
national currency; 
‘‘(iii) the issuer of which is 
subject to the regulatory and su-
pervisory authority of a State or 
Federal agency; 
‘‘(iv) the issuer of which— 
‘‘(I) is obligated to con-
vert, redeem, or repurchase 
for a fixed amount of mone-
tary value; or 
‘‘(II) represents that the 
digital asset will maintain or 
creates the reasonable expec-
tation that the digital asset 
will maintain a stable value 
relative to the value of a fixed 
amount of monetary value; 
and 
‘‘(v) that is not— 
‘‘(I) a national currency; 
‘‘(II) a security issued by— 
‘‘(aa) 
an 
investment 
company registered under 
section 8(a) of the Invest-
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246 
ment Company Act of 1940 
(15 U.S.C. 80a–8(a)); or 
‘‘(bb) a person that 
would be an investment 
company under the In-
vestment Company Act of 
1940 but for paragraphs 
(1) and (7) of section 3(c) 
of that Act (15 U.S.C. 80a– 
3(c)); 
‘‘(III) 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 
such deposit; or 
‘‘(IV) an account (as de-
fined in section 101 of the 
Federal Credit Union Act (12 
U.S.C. 1752)), regardless of the 
technology 
used 
to 
record 
such account. 
‘‘(B) MONETARY
VALUE
DEFINED.— 
The term ‘monetary value’— 
‘‘(i) means— 
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‘‘(I) a national currency; 
‘‘(II) a deposit (as defined 
in section 3 of the Federal De-
posit Insurance Act (12 U.S.C. 
1813)) that is denominated in 
a national currency; or 
‘‘(III) an account (as de-
fined in section 101 of the 
Federal Credit Union Act (12 
U.S.C. 1752)); and 
‘‘(ii) does not include any agri-
cultural or other physical com-
modity (as defined in section 1a 
of the Commodity Exchange Act 
(7 U.S.C. 1a)). 
‘‘(33) SECURITIES LAWS.—The term ‘se-
curities laws’ has the meaning given that 
term under section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)).’’. 
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— 
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(1) by redesignating the second para-
graph (80) (relating to funding portals) as 
paragraph (81); and 
(2) by adding at the end the fol-
lowing: 
‘‘(82) BANK
SECRECY
ACT.—The term 
‘Bank Secrecy Act’ means— 
‘‘(A) section 21 of the Federal De-
posit Insurance 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- 
RELATED TERMS.— 
‘‘(A) SECURITIES ACT OF 1933.—The 
terms ‘blockchain system’, ‘decentral-
ized 
governance 
system’, 
‘digital 
asset’, ‘digital commodity affiliated 
person’, ‘digital commodity issuer’, 
‘digital commodity related person’, 
‘end 
user 
distribution’, 
‘mature 
blockchain system’, and ‘permitted 
payment stablecoin’ have the mean-
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ing given those terms, respectively, 
under section 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 
com-
modity dealer’, ‘digital commodity ex-
change’, ‘decentralized finance mes-
saging system’, and ‘decentralized fi-
nance trading protocol’ have the 
meaning given those terms, respec-
tively, under section 1a of the Com-
modity Exchange Act (7 U.S.C. 1a).’’. 
SEC. 103. DEFINITIONS UNDER THE COMMODITY EX-
CHANGE ACT. 
(a) IN GENERAL.—Section 1a of the Com-
modity Exchange Act (7 U.S.C. 1a) is amend-
ed— 
(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: 
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‘‘(iii) digital commodity;’’; and 
(B) 
by 
redesignating 
subpara-
graph (B) as subparagraph (C) and in-
serting after subparagraph (A) the 
following: 
‘‘(B) EXCLUSION.—For purposes of 
this paragraph, the term ‘trading in 
commodity interests’ shall not in-
clude transacting in digital commod-
ities for the purpose of— 
‘‘(i) acting as a digital com-
modity custodian; 
‘‘(ii) establishing, maintaining, 
or managing inventory or pay-
ment instruments for commercial 
purposes; or 
‘‘(iii) 
maintaining 
or 
sup-
porting the operation of, or vali-
dating 
transactions 
on, 
a 
blockchain system.’’; 
(2) in paragraph (11)— 
(A) in subparagraph (A)(i)— 
(i) 
by 
redesignating 
sub-
clauses (III) and (IV) as sub-
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251 
clauses (IV) and (V), respectively; 
and 
(ii) by inserting after sub-
clause (II) the following: 
‘‘(III) digital commodity;’’; 
and 
(B) 
by 
redesignating 
subpara-
graph (B) as subparagraph (C) and in-
serting after subparagraph (A) the 
following: 
‘‘(B) EXCLUSION.—For purposes of 
this paragraph, the term ‘trading in 
commodity interests’ shall not in-
clude transacting in digital commod-
ities for the purpose of— 
‘‘(i) acting as a digital com-
modity custodian; 
‘‘(ii) establishing, maintaining, 
or managing inventory or pay-
ment instruments for commercial 
purposes; or 
‘‘(iii) 
maintaining 
or 
sup-
porting the operation of, or vali-
dating 
transactions 
on, 
a 
blockchain system.’’; 
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(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 
com-
modity;’’; 
(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 COM-
MODITIES.— 
‘‘(A) ASSOCIATED PERSON OF A DIG-
ITAL COMMODITY BROKER.— 
‘‘(i) IN
GENERAL.—Except as 
provided in clause (ii), the term 
‘associated person of a digital 
commodity broker’ means a per-
son who is associated with a dig-
ital commodity broker as a part-
ner, officer, employee, or agent 
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(or any person occupying a simi-
lar status or performing similar 
functions) in any capacity that in-
volves— 
‘‘(I) the solicitation or ac-
ceptance of an order for the 
purchase or sale of a digital 
commodity; or 
‘‘(II) the supervision of 
any person engaged in the so-
licitation or acceptance of an 
order for the purchase or sale 
of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘as-
sociated person of a digital com-
modity broker’ does not include 
any person associated with a dig-
ital commodity broker the func-
tions of which are solely clerical 
or ministerial. 
‘‘(B) ASSOCIATED PERSON OF A DIG-
ITAL COMMODITY DEALER.— 
‘‘(i) IN
GENERAL.—Except as 
provided in clause (ii), the term 
‘associated person of a digital 
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commodity dealer’ means a per-
son who is associated with a dig-
ital commodity dealer as a part-
ner, officer, employee, or agent 
(or any person occupying a simi-
lar status or performing similar 
functions) in any capacity that in-
volves— 
‘‘(I) the solicitation or ac-
ceptance of a contract for the 
purchase or sale of a digital 
commodity; or 
‘‘(II) the supervision of 
any person engaged in the so-
licitation or acceptance of a 
contract for the purchase or 
sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘as-
sociated person of a digital com-
modity dealer’ does not include 
any person associated with a dig-
ital commodity dealer the func-
tions of which are solely clerical 
or ministerial. 
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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 Pub-
lic 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 ‘de-
centralized 
finance 
messaging 
system’ means a software applica-
tion that provides a user with the 
ability to create or submit an in-
struction, communication, or mes-
sage to a decentralized finance 
trading protocol for the purpose 
of executing a transaction by the 
user. 
‘‘(ii) 
ADDITIONAL
REQUIRE-
MENTS.—The term ‘decentralized 
finance messaging system’ does 
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not include any system that pro-
vides any person other than the 
user with control over— 
‘‘(I) the funds of the user; 
or 
‘‘(II) the execution of the 
transaction of the user. 
‘‘(E) DECENTRALIZED FINANCE TRAD-
ING PROTOCOL.— 
‘‘(i) IN GENERAL.—The term ‘de-
centralized finance trading pro-
tocol’ means a blockchain system 
through which multiple partici-
pants can execute a financial 
transaction— 
‘‘(I) in accordance with an 
automated rule or algorithm 
that is predetermined 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.— 
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257 
‘‘(I) IN GENERAL.—The term 
‘decentralized finance trading 
protocol’ does not include a 
blockchain system if— 
‘‘(aa) 
a 
person 
or 
group of persons under 
common control has the 
unilateral 
authority, 
di-
rectly 
or 
indirectly, 
through any contract, ar-
rangement, 
under-
standing, relationship, or 
otherwise, to control or 
materially 
alter 
the 
functionality, 
operation, 
or rules of consensus or 
agreement 
of 
the 
blockchain system; or 
‘‘(bb) the blockchain 
system does not operate, 
execute and enforce its 
operations 
and 
trans-
actions based solely on 
pre-established, 
trans-
parent rules encoded di-
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258 
rectly within the source 
code of the blockchain 
system. 
‘‘(II) 
SPECIAL
RULE.—For 
purposes of subclause (I), a 
decentralized governance sys-
tem shall not be considered to 
be a person or a group of per-
sons under common control. 
‘‘(F) DIGITAL COMMODITY.— 
‘‘(i) IN
GENERAL.—The term 
‘digital commodity’ means a dig-
ital asset that is intrinsically 
linked to a blockchain system, 
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 
pur-
poses of this subparagraph, a dig-
ital asset is intrinsically linked to 
a blockchain system if the digital 
asset is directly related to the 
functionality or operation of the 
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259 
blockchain system or to the ac-
tivities or services for which the 
blockchain system is created or 
utilized, including where the dig-
ital asset is— 
‘‘(I) issued or generated by 
the programmatic functioning 
of the blockchain system; 
‘‘(II) used to transfer value 
between participants in the 
blockchain system; 
‘‘(III) used to access the 
activities or services of the 
blockchain system; 
‘‘(IV) used to participate 
in the decentralized govern-
ance system of the blockchain 
system; 
‘‘(V) used or removed from 
circulation in whole or in part 
to pay fees or otherwise verify 
or validate transactions on 
the blockchain system; 
‘‘(VI) used as payment or 
incentive to participants in 
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260 
the blockchain system to en-
gage in the activities of the 
blockchain 
system, 
provide 
services to other participants 
in the blockchain system, or 
otherwise participate in the 
functionality 
of 
the 
blockchain system; or 
‘‘(VII) used as payment or 
incentive to participants in 
the blockchain system to vali-
date transactions, secure the 
blockchain 
system, 
provide 
computational services, main-
tain or distribute information, 
or otherwise participate in 
the 
operations 
of 
the 
blockchain system. 
‘‘(iii) 
EXCLUSION.—The 
term 
‘digital commodity’ does not in-
clude any of the following: 
‘‘(I) SECURITY.— 
‘‘(aa) 
Any 
security, 
other than a note, an in-
vestment contract, or a 
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261 
certificate of interest or 
participation in any prof-
it-sharing agreement. 
‘‘(bb) A note, an in-
vestment contract, or a 
certificate of interest or 
participation in any prof-
it-sharing agreement that 
represents or gives the 
holder an ownership in-
terest or other interest in 
the revenues, profits, obli-
gations, debts, assets, or 
assets or debts to be ac-
quired of the issuer of the 
digital asset or another 
person (other than a de-
centralized 
governance 
system). 
‘‘(II) 
SECURITY
DERIVA-
TIVE.—A 
digital 
asset 
that, 
based on its terms and other 
characteristics, is, represents, 
or is functionally equivalent 
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262 
to an agreement, contract, or 
transaction that is— 
‘‘(aa) a security future, 
as defined in section 2a of 
the Securities Act of 1933; 
‘‘(bb) a security-based 
swap, as defined in sec-
tion 2a of the Securities 
Act of 1933; 
‘‘(cc) a put, call, strad-
dle, option, or privilege on 
any security, certificate of 
deposit, or group or index 
of 
securities 
(including 
any interest therein or 
based on the value there-
of), as defined in section 
2a of the Securities Act of 
1933; or 
‘‘(dd) a put, call, strad-
dle, option, or privilege on 
any security, as defined in 
section 2a of the Securi-
ties Act of 1933. 
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263 
‘‘(III) PERMITTED
PAYMENT 
STABLECOIN.—A digital asset 
that is a permitted payment 
stablecoin. 
‘‘(IV) BANKING DEPOSIT.— 
‘‘(aa) A deposit (as de-
fined under section 3 of 
the Federal Deposit Insur-
ance Act (12 U.S.C. 1813)), 
regardless 
of 
the 
tech-
nology used to record the 
deposit. 
‘‘(bb) An account (as 
defined in section 101 of 
the Federal Credit Union 
Act (12 U.S.C. 1752)), re-
gardless of the technology 
used to record the ac-
count. 
‘‘(V) COMMODITY.—A digital 
asset 
that 
references, 
rep-
resents an interest in, or is 
functionally equivalent to— 
‘‘(aa) an agricultural 
commodity; 
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‘‘(bb) an excluded com-
modity, other than a secu-
rity; or 
‘‘(cc) an exempt com-
modity, 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 equivalent 
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 fu-
tures product; 
‘‘(cc) a swap; 
‘‘(dd) 
an 
agreement, 
contract, 
or 
transaction 
described 
in 
section 
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265 
2(c)(2)(C)(i) 
or 
2(c)(2)(D)(i); 
‘‘(ee) a commodity op-
tion authorized under sec-
tion 4c; or 
‘‘(ff) a leverage trans-
action authorized under 
section 19. 
‘‘(VII) POOLED INVESTMENT 
VEHICLE.— 
‘‘(aa) IN
GENERAL.—A 
digital asset that, based 
on its terms and other 
characteristics, 
is, 
rep-
resents, or is functionally 
equivalent to— 
‘‘(AA) a commodity 
pool, as defined in this 
Act; or 
‘‘(BB) a pooled in-
vestment vehicle. 
‘‘(bb) POOLED
INVEST-
MENT VEHICLE DEFINED.—In 
this subclause, the term 
‘pooled investment vehi-
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266 
cle’ means any investment 
company as defined in 
section 3(a) of the Invest-
ment Company Act of 1940 
(15 U.S.C. 80a–3(a)) or any 
company that would be an 
investment 
company 
under section 3(a) of such 
Act but for the exclusion 
provided from that defini-
tion by paragraph (1), (7), 
or (9) of section 3(c) of 
such Act (15 U.S.C. 80a– 
3(c)(1), (7), or (9)). 
‘‘(VIII) GOOD, COLLECTIBLE, 
AND
OTHER
NON-COMMODITY 
ASSET.—A digital asset that 
has inherent value, utility, or 
significance beyond its mere 
existence as a digital asset, in-
cluding the digital equivalent 
of a tangible or intangible 
good, such as— 
‘‘(aa) a work of art, a 
musical composition, a lit-
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267 
erary work, or other intel-
lectual property; 
‘‘(bb) collectibles, mer-
chandise, 
virtual 
land, 
and video game assets; 
‘‘(cc) affinity, rewards, 
or loyalty points, includ-
ing 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 pro-
viding 
voting 
or 
economic 
rights with respect to the 
blockchain system to which 
the digital asset relates or the 
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268 
decentralized governance sys-
tem of the blockchain system; 
‘‘(II) the value of the dig-
ital asset having the potential 
to appreciate or depreciate in 
response to the efforts, oper-
ations, or financial perform-
ance of the decentralized gov-
ernance 
system 
of 
the 
blockchain system to which 
the digital asset relates; or 
‘‘(III) the value of the dig-
ital asset appreciating or de-
preciating due to the adop-
tion and use of the blockchain 
system to which the digital 
asset relates or the decentral-
ized governance system of the 
blockchain system. 
‘‘(G) DIGITAL COMMODITY BROKER.— 
‘‘(i) IN
GENERAL.—The term 
‘digital commodity broker’ means 
any person who, as a regular 
business— 
‘‘(I) is engaged in— 
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269 
‘‘(aa) soliciting or ac-
cepting an order from a 
customer for— 
‘‘(AA) the purchase 
or sale of a digital 
commodity; or 
‘‘(BB) 
an 
agree-
ment, 
contract, 
or 
transaction described 
in 
section 
2(c)(2)(D)(iv); and 
‘‘(bb) in conjunction 
with the activities in item 
(aa), accepts or maintains 
control over— 
‘‘(AA) the funds of 
any customer; or 
‘‘(BB) the execu-
tion of any transaction 
of a customer; 
‘‘(II) is engaged in solic-
iting or accepting orders from 
a customer for the purchase 
or sale of a unit of a digital 
commodity on or subject to 
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270 
the rules of a registered enti-
ty; or 
‘‘(III) is registered with 
the Commission as a digital 
commodity broker. 
‘‘(ii) 
EXCEPTIONS.—The 
term 
‘digital commodity broker’ does 
not include a person solely be-
cause 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 a digital 
commodity 
transaction 
the 
primary purpose of which is 
to make, send, receive, or fa-
cilitate payments, whether in-
volving 
a 
payment 
service 
provider or on a peer-to-peer 
basis; or 
‘‘(III) is a bank (as defined 
under section 3(a) of the Secu-
rities Exchange Act of 1934) 
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271 
engaging in certain banking 
activities with respect to a 
digital commodity in the same 
or a similar manner as a bank 
is excluded from the defini-
tion of a broker under such 
section, as determined by the 
Commission. 
‘‘(iii) 
FURTHER
DEFINITION.— 
The Commission, by rule or regu-
lation, may exclude 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 purchase or sale of a dig-
ital commodity as a regular 
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272 
business, and in conjunction 
with the activities, accepts or 
maintains control over the 
funds of any counterparty; or 
‘‘(II) is registered with the 
Commission as a digital com-
modity dealer. 
‘‘(ii) 
EXCEPTION.—The 
term 
‘digital commodity dealer’ does 
not include a person solely be-
cause the person— 
‘‘(I) is or offers to be a 
counterparty to a person who 
is an eligible contract partici-
pant; 
‘‘(II) enters into a digital 
commodity transaction with 
an eligible contract partici-
pant; 
‘‘(III) enters into a digital 
commodity transaction on or 
through a registered digital 
commodity exchange, with a 
registered digital commodity 
broker, or through a decen-
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273 
tralized finance trading pro-
tocol; 
‘‘(IV) enters into a digital 
commodity 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 a digital 
commodity 
transaction 
the 
primary purpose of which is 
to make, send, receive, or fa-
cilitate payments, whether in-
volving 
a 
payment 
service 
provider or on a peer-to-peer 
basis; or 
‘‘(VI) is a bank (as defined 
under section 3(a) of the Secu-
rities 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 excluded from the defini-
tion of a dealer under section 
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274 
3(a)(5) of such Act, as deter-
mined by the Commission. 
‘‘(iii) 
FURTHER
DEFINITION.— 
The Commission, by rule or regu-
lation, may exclude 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
EX-
CHANGE.—The 
term 
‘digital 
com-
modity exchange’ means a trading fa-
cility that offers or seeks to offer a 
cash or spot market in at least 1 dig-
ital commodity. 
‘‘(J) MIXED
DIGITAL
ASSET
TRANS-
ACTION.—The term ‘mixed digital asset 
transaction’ means a transaction in 
which a digital commodity is traded 
for a security. 
‘‘(K) TERMS DEFINED UNDER THE SE-
CURITIES
ACT
OF
1933.—The terms 
‘blockchain 
system’, 
‘decentralized 
governance system’, ‘digital asset’, 
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‘digital 
commodity 
issuer’, 
‘digital 
commodity affiliated person’, ‘digital 
commodity related person’, ‘end user 
distribution’, ‘mature blockchain sys-
tem’, 
and 
‘permitted 
payment 
stablecoin’ have the meaning given 
those terms, respectively, under sec-
tion 2(a) of the Securities Act of 1933 
(15 U.S.C. 77b(a)).’’; and 
(5) in paragraph (41) (as so redesig-
nated by paragraph (4) of this sub-
section)— 
(A) by striking ‘‘and’’ at the end of 
subparagraph (E); 
(B) by striking the period at the 
end of subparagraph (F) and insert-
ing ‘‘; and’’; and 
(C) by adding at the end the fol-
lowing: 
‘‘(G) 
a 
digital 
commodity 
ex-
change registered under section 5i.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) Each of the following provisions of 
law is amended by striking ‘‘1a(18)’’ and 
inserting ‘‘1a(19)’’: 
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276 
(A) Section 4s(h)(5)(A)(i) of the 
Commodity 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)). 
(C) Section 6(g)(5)(B) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 
78f(g)(5)(B)). 
(D) Section 15F(h)(5)(A)(i) of the 
Securities Exchange Act of 1934 (15 
U.S.C. 78o–10(h)(5)(A)(i)). 
(2) Section 752 of the Wall Street 
Transparency and Accountability Act of 
2010 (15 U.S.C. 8325) is amended by strik-
ing ‘‘1a(39)’’ and inserting ‘‘1a(40)’’. 
(3) Section 4s(f)(1)(D) of the Com-
modity Exchange Act (7 U.S.C. 6s(f)(1)(D)) 
is amended by striking ‘‘1a(47)(A)’’ and in-
serting ‘‘1a(48)(A)’’. 
(4) Each of the following provisions of 
the Commodity Exchange Act is amended 
by striking ‘‘1a(47)(A)(v)’’ and inserting 
‘‘1a(48)(A)(v)’’: 
(A) Section 4t(b)(1)(C) (7 U.S.C. 
6t(b)(1)(C)). 
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277 
(B) 
Section 
5(d)(23) 
(7 
U.S.C. 
7(d)(23)). 
(C) Section 5b(k)(3) (7 U.S.C. 7a– 
1(k)(3)). 
(D) 
Section 
5h(f)(10)(A)(iii) 
(7 
U.S.C. 7b–3(f)(10)(A)(iii)). 
(5) Section 21(f)(4)(C) of the Com-
modity 
Exchange 
Act 
(7 
U.S.C. 
24a(f)(4)(C)) 
is 
amended 
by 
striking 
‘‘1a(48)’’ and inserting ‘‘1a(49)’’. 
(6) Section 403 of the Legal Certainty 
for Bank Products Act of 2000 (7 U.S.C. 
27a) is amended— 
(A) in subsection (a)(2), by strik-
ing 
‘‘1a(47)(A)(v)’’ 
and 
inserting 
‘‘1a(48)(A)(v)’’; and 
(B) in each of subsections (b)(1) 
and (c)(2), by striking ‘‘1a(47)’’ and in-
serting ‘‘1a(48)’’. 
(7) Section 712 of the Wall Street 
Transparency and Accountability Act of 
2010 (15 U.S.C. 8302) is amended— 
(A) in subsection (a)(8), by strik-
ing ‘‘1a(47)(D)’’ each place it appears 
and inserting ‘‘1a(48)(D)’’; and 
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278 
(B) in subsection (d)(1), by strik-
ing ‘‘1a(47)(A)(v)’’ each place it ap-
pears and inserting ‘‘1a(48)(A)(v)’’. 
SEC. 104. DEFINITIONS UNDER THIS ACT. 
In this Act: 
(1) DEFINITIONS UNDER THE COMMODITY 
EXCHANGE ACT.—The terms ‘‘decentralized 
finance messaging system’’, ‘‘decentral-
ized finance trading protocol’’, ‘‘digital 
commodity’’, ‘‘digital commodity broker’’, 
‘‘digital commodity dealer’’, ‘‘digital com-
modity 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 ‘‘blockchain’’, 
‘‘blockchain system’’, ‘‘blockchain pro-
tocol’’, ‘‘decentralized governance sys-
tem’’, ‘‘digital asset’’, ‘‘digital commodity 
issuer’’, ‘‘end user distribution’’, ‘‘mature 
blockchain system’’, ‘‘permitted payment 
stablecoin’’, and ‘‘securities laws’’ have 
the meaning given those terms, respec-
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tively, under section 2(a) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)). 
(3) DEFINITIONS UNDER THE SECURITIES 
EXCHANGE ACT OF 1934.—The terms ‘‘Bank 
Secrecy Act’’, ‘‘securities laws’’, and ‘‘self- 
regulatory organization’’ have the mean-
ing given those terms, respectively, 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 shall jointly issue rules 
to further define the following terms: 
(1) The terms— 
(A) ‘‘blockchain’’, ‘‘blockchain ap-
plication’’, 
‘‘blockchain 
system’’, 
‘‘blockchain protocol’’, ‘‘decentralized 
governance 
system’’, 
‘‘digital 
com-
modity 
affiliated 
person’’, 
‘‘digital 
commodity 
issuer’’, 
‘‘digital 
com-
modity related person’’, ‘‘end user dis-
tribution’’, and ‘‘mature blockchain 
system’’, as defined under section 2(a) 
of the Securities Act of 1933; 
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(B) ‘‘unilateral authority’’, as such 
term is used in section 42 of the Secu-
rities Exchange Act of 1934 and sec-
tion 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 Exchange Act of 
1934, and section 1a of the Com-
modity Exchange Act. 
(2) The terms ‘‘digital commodity’’, 
‘‘decentralized finance messaging sys-
tem’’, and ‘‘decentralized finance trading 
protocol’’, as defined under section 1a of 
the Commodity Exchange Act. 
(b) JOINT RULEMAKING FOR MIXED DIGITAL 
ASSET TRANSACTIONS.—The Securities and Ex-
change Commission and the Commodity Fu-
tures Trading Commission shall jointly issue 
rules applicable to mixed digital asset trans-
actions under this Act and the amendments 
made by this Act, including by further defin-
ing such term. 
(c) PROTECTION OF SELF-CUSTODY.— 
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(1) IN GENERAL.—A United States indi-
vidual shall retain the right to— 
(A) maintain a hardware wallet or 
software wallet for the purpose of fa-
cilitating the individual’s own lawful 
custody of digital assets; and 
(B) engage in direct, peer-to-peer 
transactions in digital assets with an-
other individual or entity for the in-
dividual’s own lawful purposes using 
a hardware wallet or software wallet, 
if— 
(i) such other individual or 
entity is not a financial institu-
tion (as defined in section 5312 of 
title 31, United States Code); and 
(ii) the transactions do not in-
volve any property or interests in 
property that are blocked pursu-
ant to, or are otherwise prohib-
ited by, United States sanctions. 
(2) APPLICATION.—This subsection— 
(A) applies solely to personal use 
by individuals; and 
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(B) does not apply to individuals 
acting in a custodial or fiduciary ca-
pacity 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 Gov-
ernors of the Federal Reserve System, the 
Comptroller of the Currency, the Federal 
Deposit Insurance Corporation, or the 
National Credit Union Administration to 
carry out any enforcement action or spe-
cial 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 il-
licit finance, money laundering, ter-
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rorism financing, or United States 
sanctions. 
(d) JOINT RULEMAKING, PROCEDURES, OR 
GUIDANCE FOR DELISTING.—Not later than 180 
days after the date of the enactment of this 
Act, the Commodity Futures Trading Commis-
sion and the Securities and Exchange Com-
mission shall jointly issue rules, procedures, 
or guidance (as determined appropriate by 
the Commissions) regarding the process to 
delist an asset for trading under section 106 
of this Act if the Commissions determine that 
the listing is inconsistent with the Commodity 
Exchange Act, the securities laws (including 
regulations under those laws), or this Act. 
(e) JOINT RULES FOR PORTFOLIO MARGINING 
DETERMINATIONS.— 
(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 Ex-
change Commission shall jointly issue 
rules describing the process for persons 
registered with either such Commission 
to seek a joint order or determination 
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with respect to margin, customer protec-
tion, segregation, or other requirements 
as necessary to facilitate portfolio mar-
gining of securities (including related ex-
tensions of credit), security-based swaps, 
contracts for future delivery, options on a 
contract for future delivery, swaps, and 
digital commodities, or any subset there-
of, in— 
(A) a securities account carried 
by a registered broker or dealer or a 
security-based swap account carried 
by a registered security-based swap 
dealer; 
(B) a futures or cleared swap ac-
count carried by a registered futures 
commission merchant; 
(C) a swap account carried by a 
swap dealer; or 
(D) a digital commodity account 
carried by a registered digital com-
modity broker or digital commodity 
dealer that is also registered in such 
other capacity as is necessary to also 
carry 
the 
other 
customer 
or 
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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 re-
quire— 
(A) the joint order or determina-
tion to be issued only if the order or 
determination is in the public inter-
est and provides for the appropriate 
protection of customers; 
(B) applicants to file a standard 
application, in a form and manner de-
termined by the Securities and Ex-
change Commission and the Com-
modity Futures Trading Commission, 
which shall include the information 
necessary to make the joint order or 
determination; 
(C) the Securities and Exchange 
Commission and the Commodity Fu-
tures Trading Commission to make a 
final determination not later than 270 
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286 
days after the filing of a completed 
application; 
(D) the Securities and Exchange 
Commission and the Commodity Fu-
tures Trading Commission to con-
sider the public interest of the joint 
order or determination through the 
solicitation of public comments; and 
(E) the Securities and Exchange 
Commission and the Commodity Fu-
tures Trading Commission to consult 
with other relevant foreign or domes-
tic regulators, including the Board of 
Governors of the Federal Reserve 
System, the Federal Deposit Insur-
ance 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 Federal Re-
serve System, the Comptroller of the Cur-
rency, and the Federal Deposit Insurance 
Corporation shall develop risk-based and le-
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287 
verage capital requirements for insured de-
pository institutions, depository institution 
holding companies, and nonbank financial 
companies supervised by the Board of Gov-
ernors that address netting agreements that 
provide for termination and close-out netting 
across multiple types of financial trans-
actions, consistent with subsection (e), in the 
event of a counterparty’s default. 
SEC. 106. PROVISIONAL REGISTRATION FOR DIGITAL COM-
MODITY EXCHANGES, BROKERS, AND DEAL-
ERS. 
(a) IN GENERAL.— 
(1) PROVISIONAL REGISTRATION.—With-
in 180 days after the date of the enact-
ment of this Act, a person acting as a dig-
ital commodity exchange, digital com-
modity broker, or digital commodity deal-
er shall file a statement of provisional 
registration with the Commodity Futures 
Trading Commission (in this subsection 
referred to as the ‘‘Commission’’), unless 
exempted from registration under section 
5k of the Commodity Exchange Act, as 
a— 
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(A) digital commodity exchange, 
for a person acting as a digital com-
modity exchange; 
(B) digital commodity broker, for 
a person acting as a digital com-
modity broker; or 
(C) digital commodity dealer, for 
a person acting as a digital com-
modity dealer. 
(2) CONDITIONS.— 
(A) NON-REGISTERED
ENTITIES.—A 
person, other than a registered enti-
ty, who files a statement of provi-
sional registration under paragraph 
(1) shall be considered to be in com-
pliance with this section if the per-
son— 
(i) is a member of a futures 
association registered under sec-
tion 17 of the Commodity Ex-
change Act, and complies with the 
rules of the association, including 
the rules of the association per-
taining to customer disclosures 
and protection of customer assets; 
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289 
(ii) submits to the Commis-
sion, in the form and manner de-
termined by the Commission, and 
continues to materially update, as 
necessary or required by the 
Commission, a statement of the 
nature of the digital commodity- 
related activities the person is 
pursuing or intends to pursue; 
(iii) submits to the Commis-
sion and continues to materially 
update the information required 
by this subsection; 
(iv) complies with subsection 
(c) of this section; and 
(v) pays all fees and penalties 
imposed on the person under sec-
tion 410 of this Act. 
(B) REGISTERED ENTITY.— 
(i) IN
GENERAL.—A registered 
entity who files a statement of 
provisional 
registration 
under 
paragraph (1) shall be considered 
to be in compliance with this sec-
tion if the person— 
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290 
(I) submits to the Commis-
sion and continues to materi-
ally update, a statement of the 
nature of the digital com-
modity-related activities the 
person is pursuing or intends 
to pursue; 
(II) 
submits, 
and 
con-
tinues to materially update, 
the information required by 
this 
subsection 
and 
sub-
section (b); 
(III) complies with sub-
section (c); and 
(IV) pays all fees and pen-
alties imposed on the person 
under section 410. 
(ii) DEFINITION.—In this para-
graph, the term ‘‘registered enti-
ty’’ means a person who is des-
ignated by the Commodity Fu-
tures Trading Commission as a 
contract 
market 
or 
registered 
with 
the 
Commodity 
Futures 
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Trading Commission as a swap 
execution facility. 
(b) DISCLOSURE
OF
GENERAL
INFORMA-
TION.—A person who files a statement of pro-
visional registration under subsection (a) 
shall disclose to the Commission, unless al-
ready known to the Commission, the fol-
lowing: 
(1) MANAGEMENT.—Information con-
cerning the management of the person, 
including information describing— 
(A) the ownership and manage-
ment of the person; 
(B) the financial condition of the 
person; 
(C) affiliated entities; 
(D) potential conflicts of interest; 
(E) the address of the person, in-
cluding— 
(i) the place of incorporation; 
(ii) principal place of busi-
ness; and 
(iii) an address for service of 
process; and 
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292 
(F) a list of the States in which 
the person has operations. 
(2) DIGITAL COMMODITY OPERATIONS.— 
Information concerning the digital com-
modity operations of the person, includ-
ing— 
(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 cus-
tomer order fulfillment rules or pro-
cedures; 
(D) risk management procedures; 
(E) a description of the product 
listing process; and 
(F) policies and procedures for 
compliance with the Bank Secrecy 
Act. 
(c) REQUIREMENTS.—A person who files a 
statement of provisional registration under 
subsection (a) shall comply with the following 
requirements: 
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293 
(1) STATUTORY DISQUALIFICATIONS.—Ex-
cept to the extent otherwise specifically 
provided by the Commission or any reg-
istered futures association rule, regula-
tion, or order, the person shall not permit 
an individual who is subject to a statu-
tory disqualification under paragraph (2) 
or (3) of section 8a of the Commodity Ex-
change Act or subject to a statutory dis-
qualification as defined in section 3(a) of 
the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)) to effect or be involved in 
effecting transactions on behalf of the 
person, if the person knew, or in the ex-
ercise of reasonable care should have 
known, of the statutory disqualification. 
(2) BOOKS AND RECORDS.—The person 
shall keep their books and records open 
to inspection and examination by the 
Commission and by any registered fu-
tures association or national securities 
association of which the person is a mem-
ber. 
(3) CUSTOMER DISCLOSURES.—The per-
son shall disclose to customers— 
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(A) information about the mate-
rial risks and characteristics of the 
assets listed for trading on the per-
son; 
(B) information about the legal 
entity that custodies customer assets 
and the general manner in which the 
digital assets of the customer will be 
and are custodied; 
(C) information concerning the 
policies and procedures of the person 
that are related to the protection of 
customers of the person, including in-
formation regarding any conflicts of 
interest or material affiliates; and 
(D) in their disclosure documents, 
offering documents, and promotional 
material— 
(i) in a prominent manner, 
that they are not registered with 
or regulated by the Commission; 
and 
(ii) the contact information 
for the whistleblower, complaint, 
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295 
and reparation programs of the 
Commission. 
(d) AUTHORITY.— 
(1) IN GENERAL.— 
(A) DEEMED REGISTRATION.—A per-
son who remains in compliance with 
the requirements of this section is 
deemed to be— 
(i) a registered digital com-
modity exchange, pursuant to sec-
tion 5i, if the person filed a state-
ment of provisional registration 
as a digital commodity exchange; 
or 
(ii) a registered digital com-
modity broker or dealer, pursuant 
to section 4u, if the person filed a 
statement of provisional registra-
tion 
as 
a 
digital 
commodity 
broker or dealer, as the case may 
be. 
(B) SUNSET.—The applicability of 
subparagraph (A) shall expire— 
(i) in the case of a digital com-
modity 
exchange 
deemed 
reg-
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istered pursuant to subparagraph 
(A)(i), 180 days after the final ef-
fective date of the rulemakings 
required under 5i; or 
(ii) in the case of a digital 
commodity 
broker 
or 
dealer 
deemed registered pursuant to 
subparagraph (A)(ii), 180 days 
after the final effective date of 
the rulemakings required under 
4u. 
(2) SUPERIORITY OF COMMISSION-ADOPT-
ED
REQUIREMENTS.—The requirements of 
the preceding provisions of this section 
shall not supersede any requirements ap-
plicable to registered persons adopted by 
the Commission under the Commodity 
Exchange Act. 
(e) DELISTING.—This section shall not be 
construed to limit the authority of the Com-
mission and the Securities and Exchange 
Commission to jointly require a person to 
delist an asset for trading if the Commission 
and the Securities and Exchange Commission 
determine, in accordance with rules, proce-
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dures or guidance jointly issued by the Com-
mission and the Securities and Exchange 
Commission to delist an asset for trading, that 
the listing is inconsistent with the Commodity 
Exchange Act, the securities laws (including 
regulations under those laws), or this Act. 
(f) REGISTRATION.—A person may not file a 
statement of provisional registration with the 
Commission after the Commission has final-
ized its rules for the registration of digital 
commodity exchanges, digital commodity bro-
kers, or digital commodity dealers, as appro-
priate. 
(g) RULEMAKING.— 
(1) IN GENERAL.—Within 180 days after 
the date of the enactment of this Act, a 
registered futures association shall adopt 
and enforce rules applicable to persons 
required by subsection (a)(2) to be mem-
bers of the association. 
(2) FEES.—The rules adopted under 
subparagraph (A) of this paragraph may 
provide for dues in accordance with sec-
tion 17(b)(6) of the Commodity Exchange 
Act. 
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(3) EFFECT.—A registered futures as-
sociation shall submit to the Commission 
any rule adopted under subparagraph (A) 
of this paragraph, which shall take effect 
pursuant to the requirements of section 
17(j) of the Commodity Exchange Act. 
(h) LIABILITY OF THE FILER.—It shall be un-
lawful for any person to provide false infor-
mation in support of a filing under this sec-
tion if the person knew or reasonably should 
have known that the information was false. 
(i) 
WHISTLEBLOWER
ENFORCEMENT.—For 
purposes of section 23 of the Commodity Ex-
change Act, the term ‘‘this Act’’ includes this 
section. 
(j) FEDERAL PREEMPTION.— 
(1) This section shall supersede any 
State or local law (other than antifraud 
provisions of general applicability) that 
regulates the offer or sale of digital as-
sets in the case of a transaction con-
ducted in compliance with this section 
and conducted on or through a person 
who files a statement of provisional reg-
istration under subsection (a) and com-
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299 
plies with the requirements of this sec-
tion. 
(2) Notwithstanding any other provi-
sion of law, the Commission shall have 
exclusive jurisdiction over the digital 
asset activities of a person who— 
(A) files a statement of provi-
sional registration under subsection 
(a); and 
(B) complies with the require-
ments of this section. 
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 trans-
action that is subject to the Commodity 
Exchange Act as— 
(A) a contract of sale of a com-
modity for future delivery or an op-
tion on such a contract; 
(B) a swap; 
(C) a security futures product; 
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(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 author-
ized under section 19 of such Act; 
(2) any agreement, contract, or trans-
action 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. 
(b) PROHIBITIONS
ON SPOT DIGITAL COM-
MODITY ENTITIES.—Nothing in this Act author-
izes, or shall be interpreted to authorize, a 
digital commodity exchange, digital com-
modity broker, or digital commodity dealer to 
engage in any activities involving any trans-
action, contract, or agreement described in 
subsection (a)(1), solely by virtue of being reg-
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301 
istered or filing a statement of provisional 
registration as a digital commodity exchange, 
digital commodity broker, or digital com-
modity 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 strik-
ing ‘‘or’’ at the end; 
(B) in subparagraph (C), by strik-
ing the period and inserting ‘‘; or’’; 
and 
(C) by adding at the end the fol-
lowing: 
‘‘(D) a contract of sale of a digital 
commodity.’’; 
(2) in paragraph (4)— 
(A) in subparagraph (A)— 
(i) in clause (ii), by striking 
‘‘or’’ at the end; 
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(ii) in clause (iii), by striking 
the period and inserting ‘‘; or’’; 
and 
(iii) by adding at the end the 
following: 
‘‘(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 period and inserting ‘‘; or’’; 
and 
(iii) by adding at the end the 
following: 
‘‘(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 
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‘‘(iv) a contract of sale of a 
digital commodity, 
provided, however,’’; and 
(iii) by striking ‘‘clauses (i), 
(ii), or (iii)’’ and insert ‘‘any of 
clauses (i) through (iv)’’. 
SEC. 109. INTERNATIONAL COOPERATION. 
In order to promote greater consistency 
in effective and consistent global regulation 
of digital assets, the Commodity Futures 
Trading Commission and the Securities and 
Exchange Commission, as appropriate— 
(1) shall consult and coordinate with 
foreign regulatory authorities on the ap-
plication 
of 
consistent 
international 
standards with respect to the regulation 
of digital assets; and 
(2) may enter into such information- 
sharing arrangements as may be deemed 
to be necessary or appropriate in the 
public interest or for the protection of in-
vestors, customers, and users of digital 
assets. 
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SEC. 110. TREATMENT OF CERTAIN NON-CONTROLLING 
BLOCKCHAIN DEVELOPERS. 
(a) IN GENERAL.—Notwithstanding appli-
cable law, a non-controlling blockchain devel-
oper or provider of a blockchain service shall 
not be treated as a money transmitter or as 
engaged in ‘‘money transmitting’’ or, fol-
lowing the date of enactment of this Act, be 
otherwise subject to any new registration re-
quirement that is substantially 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 customer’s digital as-
sets; or 
(3) providing infrastructure support 
to maintain a blockchain service. 
(b) RULE
OF CONSTRUCTION.—Nothing in 
this section shall be construed to affect 
whether a blockchain developer or provider 
of a blockchain service is otherwise subject to 
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classification or treatment as a money trans-
mitter, or as engaged in ‘‘money transmit-
ting’’, under applicable State or Federal law, 
including laws relating to anti-money laun-
dering 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 de-
veloper or provider of a blockchain service is 
otherwise subject to classification or treat-
ment 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 sec-
tion 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 inconsistent with this section. 
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(d) DEFINITIONS.—In this section: 
(1) BLOCKCHAIN DEVELOPER.—The term 
‘‘blockchain developer’’ means any person 
or business that creates or publishes soft-
ware to facilitate the creation of, or pro-
vide maintenance to, a blockchain or a 
blockchain service. 
(2) BLOCKCHAIN
SERVICE.—The term 
‘‘blockchain service’’ means any informa-
tion, transaction, or computing service or 
system that provides or enables access to 
a blockchain network by multiple users, 
including specifically a service or system 
that enables users to send, receive, ex-
change, or store digital assets described 
by blockchain networks. 
(3) NON-CONTROLLING BLOCKCHAIN DE-
VELOPER
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 oper-
ations, does not have the legal right or 
the unilateral and independent ability to 
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control, initiate upon demand, or effec-
tuate transactions involving digital assets 
that users are entitled to, without the ap-
proval, consent, or direction of any other 
third party. 
SEC. 111. APPLICATION OF THE BANK SECRECY ACT. 
(a) IN GENERAL.—Section 5312(c)(1)(A) of 
title 31, United States Code, is amended— 
(1) by inserting ‘‘digital commodity 
broker, digital commodity dealer,’’ after 
‘‘futures commission merchant,’’; and 
(2) by inserting before the period the 
following: ‘‘and any digital commodity ex-
change registered, or required to reg-
ister, under the Commodity Exchange Act 
which permits direct customer access’’. 
(b) GAO STUDY.— 
(1) 
IN
GENERAL.—The 
Comptroller 
General of the United States, in consulta-
tion with the Secretary of the Treasury, 
shall conduct a study to— 
(A) assess the risks posed by cen-
tralized intermediaries that are pri-
marily located in foreign jurisdictions 
that provide services to U.S. persons 
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without regulatory requirements that 
are substantially similar to the re-
quirements of the Bank Secrecy Act; 
and 
(B) provide any regulatory or leg-
islative recommendations to address 
these risks under subparagraph (A). 
(2) REPORT.—Not later than 1 year 
after the date of enactment of this Act, 
the Comptroller General shall issue a re-
port to Congress containing all findings 
and determinations made in carrying out 
the study required under paragraph (1). 
SEC. 112. IMPLEMENTATION. 
(a) GLOBAL RULEMAKING TIMEFRAME.—Un-
less otherwise provided in this Act or an 
amendment made by this Act, the Commodity 
Futures Trading Commission and the Securi-
ties and Exchange Commission, or both, shall 
individually, and jointly where required, pro-
mulgate rules and regulations required of 
each Commission under this Act or an amend-
ment made by this Act not later than 360 days 
after the date of enactment of this Act. 
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(b) RULES AND REGISTRATION BEFORE FINAL 
EFFECTIVE DATES.— 
(1) IN GENERAL.—In order to prepare 
for the implementation of this Act, the 
Commodity Futures Trading Commission 
and the Securities and Exchange Com-
mission may, before any effective date 
provided in this Act— 
(A) promulgate rules, regulations, 
or orders permitted or required by 
this Act; 
(B) conduct studies and prepare 
reports 
and 
recommendations 
re-
quired by this Act; 
(C) register persons under this 
Act; and 
(D) exempt persons, agreements, 
contracts, or transactions from provi-
sions of this Act, under the terms con-
tained in this Act. 
(2) LIMITATION ON EFFECTIVENESS.—An 
action by the Commodity Futures Trad-
ing Commission or the Securities and Ex-
change Commission under paragraph (1) 
shall not become effective before the ef-
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fective 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 amend-
ed— 
(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 fol-
lowing: 
‘‘(34) The term ‘investment contract 
asset’ means a digital commodity— 
‘‘(A) that can be exclusively pos-
sessed and transferred, person to per-
son, without necessary reliance on an 
intermediary, and is recorded on a 
blockchain; and 
‘‘(B) 
sold 
or 
otherwise 
trans-
ferred, or intended to be sold or oth-
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erwise transferred, pursuant to an in-
vestment 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 in-
vestment 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 in-
vestment contract asset (as such term is de-
fined under section 2(a) of the Securities Act 
of 1933).’’. 
(d) SECURITIES EXCHANGE ACT OF 1934.— 
Section 3(a)(10) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)(10)) is amended 
by adding at the end the following: ‘‘The term 
‘investment contract’ does not include an in-
vestment contract asset (as such term is de-
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fined under section 2(a) of the Securities Act 
of 1933).’’. 
(e) SECURITIES INVESTOR PROTECTION ACT 
OF 1970.—Section 16(14) of the Securities In-
vestor Protection Act of 1970 (15 U.S.C. 
78lll(14)) is amended by adding at the end the 
following: ‘‘The term ‘investment contract’ 
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 com-
modity 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 digital commodity, 
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is certified as a mature blockchain 
system under section 42 of the Securi-
ties Exchange Act of 1934 or the 
issuer intends for the blockchain sys-
tem to which the digital commodity 
relates to be a mature blockchain sys-
tem by the later of— 
‘‘(i) the date that is four years 
after the first sale of the invest-
ment contract involving a unit of 
such digital commodity in reli-
ance 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 
consideration 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 offer-
ing, including the amount received in 
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such 
offering, 
is 
not 
more 
than 
$75,000,000 (as such amount is annu-
ally 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); 
‘‘(C) after the completion of the 
transaction, 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 in-
volve the offer or sale of an invest-
ment 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— 
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‘‘(I) has no specific busi-
ness plan or purpose; or 
‘‘(II) has indicated that 
the business plan of the com-
pany is to merge with or ac-
quire an unidentified com-
pany; 
‘‘(iii) is an investment com-
pany, as defined in section 3 of 
the Investment Company Act of 
1940 (15 U.S.C. 80a–3), or is ex-
cluded from the definition of in-
vestment company by section 3(b) 
or section 3(c) of that Act (15 
U.S.C. 80a–3(b) or 80a–3(c)); 
‘‘(iv) is issuing fractional un-
divided 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 en-
tered pursuant to section 12(j) of 
the Securities Exchange Act of 
1934 during the 5-year period be-
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fore the filing of the offering 
statement; or 
‘‘(vi) is disqualified pursuant 
to section 230.262 of title 17, Code 
of Federal Regulations; and 
‘‘(E) the issuer meets the require-
ments 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 juris-
diction and enforcement authority with 
respect to disclosures described in this 
section. 
‘‘(2) Section 17 shall apply to a state-
ment made in an offering statement, dis-
closure, or report filed under this section 
to the same extent as such section 17 ap-
plies to a statement made in any other of-
fering statement, disclosure, or report 
filed under this Act. 
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‘‘(b) REQUIREMENTS
FOR
DIGITAL
COM-
MODITY ISSUERS.— 
‘‘(1) TERMS AND CONDITIONS.—A digital 
commodity issuer offering or selling an 
investment contract involving units of a 
digital commodity in reliance on section 
4(a)(8) shall file with the Commission an 
offering statement and any related docu-
ments, in such form and with such con-
tent as prescribed by the Commission, in-
cluding financial information, a descrip-
tion of the issuer and the operations of 
the issuer, the financial condition of the 
issuer, a description of the plan of dis-
tribution of any unit of a digital com-
modity 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 commodity, 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.). 
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‘‘(2) INFORMATION REQUIRED FOR PUR-
CHASERS.—A 
digital 
commodity 
issuer 
that has filed a statement under para-
graph (1) to offer and sell an investment 
contract involving a unit of a digital com-
modity in reliance on section 4(a)(8) shall 
include in such statement the following 
information: 
‘‘(A) MATURITY
STATUS.—Whether 
the blockchain system to which the 
digital commodity relates has been 
certified as a mature blockchain sys-
tem pursuant to section 42 of the Se-
curities 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 sys-
tem to which the digital commodity 
relates to be a mature blockchain sys-
tem 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, 
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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 de-
pendencies, and whether the code un-
derwent a third-party security audit, 
along with material results of any 
such audit. 
‘‘(C) TRANSACTION HISTORY.—A de-
scription of the steps necessary to 
independently access, search, and 
verify the transaction history of any 
blockchain system to which the dig-
ital commodity relates, to the extent 
any such independent access, search, 
and verification activities are tech-
nically feasible with respect to such 
blockchain system. 
‘‘(D) DIGITAL
COMMODITY
ECONOM-
ICS.—A description of the purpose of 
any blockchain system to which the 
digital commodity relates and the op-
eration of any such blockchain sys-
tem, including— 
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‘‘(i) 
information 
explaining 
the launch and supply process, in-
cluding the number of units of 
the 
digital 
commodity 
to 
be 
issued in an initial allocation, the 
total number of units of the dig-
ital commodity to be created, the 
release schedule for the units of 
the digital commodity, and the 
total number of units of the dig-
ital commodity outstanding; 
‘‘(ii) 
information 
explaining 
the technical requirements for 
holding, accessing, and transfer-
ring the digital commodity; 
‘‘(iii) information on any ap-
plicable consensus mechanism or 
process 
for 
validating 
trans-
actions, method of generating or 
mining digital commodities, and 
any process for burning or de-
stroying units of the digital com-
modity on the blockchain system; 
‘‘(iv) an explanation of any 
mechanism for driving value to 
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the digital commodity of such 
blockchain system; and 
‘‘(v) an explanation of govern-
ance 
mechanisms 
for 
imple-
menting 
changes 
to 
the 
blockchain 
system 
or 
forming 
consensus among holders of units 
of such digital commodity. 
‘‘(E) PLAN
OF
DEVELOPMENT.—The 
current state and timeline for the de-
velopment of any blockchain system 
to which the digital commodity re-
lates, 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 in-
tended to exist in connection with the 
blockchain system, such as users, 
service providers, developers, trans-
action validators, and governance 
participants, including a discussion 
of any mechanisms by which control 
or authority are exerted with respect 
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to the blockchain system or its re-
lated digital commodity, and any crit-
ical operational dependencies of the 
blockchain system or its related dig-
ital commodity. 
‘‘(F) OWNERSHIP DISCLOSURES.— 
‘‘(i) IN GENERAL.—A list of all 
persons who are digital com-
modity related persons or digital 
commodity affiliated persons who 
have been issued a unit of the 
digital commodity by the digital 
commodity issuer or have a right 
to a unit of the digital commodity 
from 
the 
digital 
commodity 
issuer. 
‘‘(ii) 
CONFIDENTIALITY.—The 
Commission shall keep each list 
described under clause (i) con-
fidential, consistent with what is 
necessary or appropriate in the 
public interest or for the protec-
tion of investors. 
‘‘(G) RISK FACTOR DISCLOSURES.—A 
description of the material risks sur-
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rounding ownership of a unit of a 
digital commodity. 
‘‘(3) ONGOING
DISCLOSURE
REQUIRE-
MENTS
FOR
MATURING
BLOCKCHAIN
SYS-
TEMS.—Subject 
to 
paragraph 
(5), 
the 
issuer of a digital commodity related to a 
blockchain system that is not yet cer-
tified as a mature blockchain system 
under section 42 of the Securities Ex-
change Act of 1934 that has filed a state-
ment 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 file the following 
with the Commission: 
‘‘(A) SEMIANNUAL REPORTS.—Every 
6 months, a report containing— 
‘‘(i) an updated description of 
the current state and timeline for 
the 
development 
of 
the 
blockchain system to which the 
digital commodity relates, show-
ing how and when the blockchain 
is 
intended 
to 
be 
a 
mature 
blockchain system; 
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‘‘(ii) a description of the ef-
forts of the issuer and digital 
commodity related persons in de-
veloping the blockchain system to 
which the digital commodity re-
lates; 
‘‘(iii) the amount of money 
raised by the digital commodity 
issuer 
in 
reliance 
on 
section 
4(a)(8), how much of that money 
has been spent, and the general 
categories of activities for which 
that money has been spent and 
amounts spent per category; and 
‘‘(iv) 
financial 
statements, 
where applicable. 
‘‘(B) CURRENT REPORTS.—A current 
report 
reflecting 
any 
material 
changes relevant to the information 
previously reported to the Commis-
sion by the digital commodity issuer, 
which shall be filed as soon as prac-
ticable after the material change oc-
curred, in accordance with such rules 
as the Commission may prescribe as 
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325 
necessary or appropriate in the pub-
lic interest or for the protection of in-
vestors. 
‘‘(4) RULEMAKING.—Not later than 360 
days after the date of the enactment of 
this section, the Commission shall pre-
scribe rules on requirements applicable 
to issuers of digital commodities in reli-
ance on section 4(a)(8). 
‘‘(5) TERMINATION OF CERTAIN REPORT-
ING REQUIREMENTS; POST-MATURITY REPORT-
ING REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The ongoing re-
porting requirements under para-
graph (3) shall not apply to a digital 
commodity issuer 180 days after the 
end of the covered fiscal year, if the 
information with respect to the dig-
ital commodity and the blockchain 
system to which it relates described 
in subparagraphs (A) through (C) of 
paragraph (2) is made publicly avail-
able and the disclosure requirements 
under subparagraph (C) of this para-
graph are satisfied. 
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‘‘(B) COVERED
FISCAL
YEAR
DE-
FINED.—In this paragraph, the term 
‘covered fiscal year’ means, with re-
spect to a digital commodity, the first 
fiscal year of a digital commodity 
issuer in which the blockchain sys-
tem to which such digital commodity 
relates 
is 
certified 
as 
a 
mature 
blockchain system under section 42 of 
the Securities Exchange Act of 1934. 
‘‘(C) POST-MATURITY REPORTING RE-
QUIREMENTS.—After 
the 
blockchain 
system to which a digital commodity 
relates 
is 
certified 
as 
a 
mature 
blockchain system under section 42 of 
the Securities Exchange Act of 1934, 
any digital commodity issuer that has 
filed a statement under paragraph (1) 
to offer and sell an investment con-
tract involving a unit of a digital 
commodity in reliance on section 
4(a)(8) and is engaged in material on-
going efforts related to the mature 
blockchain system shall disclose, in a 
manner reasonably calculated to in-
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form the public, and at such fre-
quency as the Commission may pre-
scribe, by rule, a description of such 
efforts, including— 
‘‘(i) any participation in a de-
centralized governance system of 
such blockchain system; 
‘‘(ii) any participation in alter-
ations or proposed alterations to 
the functionality or operation of 
such blockchain system; 
‘‘(iii) the use or planned use of 
any funds raised in reliance on 
section 4(a)(8) or any rulemaking 
pursuant to section 202(c) of the 
CLARITY Act of 2025 in such ef-
forts; 
‘‘(iv) the amount of units of 
the digital commodity, or rights 
thereto, owned and controlled by 
such issuer and any use, sale, 
trading, 
or 
other 
disposition 
thereof; and 
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‘‘(v) any affiliations of such 
issuer material to the efforts of 
such issuer. 
‘‘(D) TERMINATION
OF
AND
EXEMP-
TION
FROM
POST-MATURITY
REPORTING 
REQUIREMENTS.—Not later than 270 
days after the date of the enactment 
of this section, the Commission shall 
issue rules— 
‘‘(i) for terminating the disclo-
sure requirements described in 
subparagraph (C) during the first 
fiscal year in which the digital 
commodity issuer does not engage 
in material ongoing efforts re-
lated to the mature blockchain 
system; and 
‘‘(ii) to, as is necessary or ap-
propriate in the public interest or 
for the protection of investors, ex-
empt a digital commodity issuer 
from the requirements described 
in subparagraph (C) where only a 
de minimis amount of market ac-
tivity involving the digital com-
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329 
modity of such digital commodity 
issuer is taking place. 
‘‘(E) 
RULE
OF
CONSTRUCTION.— 
Nothing in subparagraph (C) may be 
construed to make any digital com-
modity described in such subpara-
graph a security. 
‘‘(c) REQUIREMENTS FOR INTERMEDIARIES.— 
A person acting as an intermediary in connec-
tion with the offer or sale of an investment 
contract involving units of a digital com-
modity in reliance on section 4(a)(8) shall— 
‘‘(1) register with the Commission as 
a broker or dealer; and 
‘‘(2) be a member of a national securi-
ties association registered under section 
15A of the Securities Exchange Act of 
1934 (15 U.S.C. 78o–3). 
‘‘(d) DISQUALIFICATION
PROVISIONS.—The 
Commission shall issue rules to apply the dis-
qualification provisions under section 230.262 
of title 17, Code of Federal Regulations, to the 
exemption provided under section 4(a)(8). 
‘‘(e) FAILURE TO MATURE.— 
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330 
‘‘(1) IN GENERAL.—Not later than 270 
days after the date of the enactment of 
this section, the Commission shall issue 
rules applying such additional obliga-
tions and disclosures for the digital com-
modity issuers, digital commodity related 
persons, and digital commodity affiliated 
persons of a blockchain system described 
under subsection (b)(1) that does not be-
come a mature blockchain system within 
the time period described in section 
4(a)(8)(A) as are necessary or appropriate 
in the public interest or for the protec-
tion of investors. Such obligations and 
disclosures shall include the following: 
‘‘(A) DISCLOSURES.—Disclosures re-
garding the following: 
‘‘(i) FAILURE TO MATURE.—A de-
tailed explanation of the reason 
that the blockchain system has 
not become a mature blockchain 
system within the time period de-
scribed in section 4(a)(8)(A). 
‘‘(ii) 
DEVELOPMENT
PLANS.— 
The future plans of development 
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331 
of the blockchain system, includ-
ing information required under 
subsection (b)(3). 
‘‘(iii) 
RISK
FACTOR
DISCLO-
SURES.—The material risks sur-
rounding ownership of a unit of a 
digital commodity that relates to 
a blockchain system described 
under subsection (b)(1) that has 
not become a mature blockchain 
system within the time period de-
scribed in section 4(a)(8)(A). 
‘‘(B) 
OBLIGATIONS.—Transaction 
reporting and beneficial ownership 
disclosure obligations applicable to 
digital commodity related persons 
and digital commodity affiliated per-
sons of such blockchain system. 
‘‘(2) 
QUALIFICATION
REQUIRED.—The 
Commission may not permit any addi-
tional reliance on an exempt offering for 
the offer or sale of an investment con-
tract involving a unit of a digital com-
modity by the issuer of the digital com-
modity related to a blockchain system de-
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332 
scribed under subsection (a)(1) that has 
not become a mature blockchain system 
within the time period described in sec-
tion 4(a)(8)(A) unless the Commission has 
qualified any offering statement related 
to such exempt offering.’’. 
(b) ADDITIONAL EXEMPTIONS.— 
(1) CERTAIN
REGISTRATION
REQUIRE-
MENTS.—Section 12(g)(6) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l(g)(6)) 
is amended by striking ‘‘under section 
4(6)’’ and inserting ‘‘under section 4(a)(6) 
or 4(a)(8)’’. 
(2) EXEMPTION
FROM
STATE
REGULA-
TION.—Section 18(b)(4) of the Securities 
Act of 1933 (15 U.S.C. 77r(b)(4)) is amend-
ed— 
(A) in subparagraph (B), by strik-
ing ‘‘section 4(4)’’ and inserting ‘‘sec-
tion 4(a)(4)’’; 
(B) in subparagraph (C), by strik-
ing ‘‘section 4(6)’’ and inserting ‘‘sec-
tion 4(a)(6)’’; 
(C) in subparagraph (F)— 
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333 
(i) by striking ‘‘section 4(2)’’ 
each place such term appears and 
inserting ‘‘section 4(a)(2)’’; and 
(ii) by striking ‘‘or’’ at the end; 
(D) in subparagraph (G), by strik-
ing the period and inserting ‘‘; or’’; 
and 
(E) by adding at the end the fol-
lowing: 
‘‘(H) section 4(a)(8).’’. 
(c) USE OF OTHER EXEMPTIONS.— 
(1) RULE OF CONSTRUCTION.—Except as 
provided in this subsection, nothing in 
this section or the amendments made by 
this section may be construed as prohib-
iting the offer or sale of an investment 
contract involving units of a digital com-
modity in reliance on an exemption pro-
vided under section 3, 4(a), or 19 of the 
Securities Act of 1933 other than that 
provided under section 4(a)(8) of the Se-
curities Act of 1933. 
(2) RULEMAKINGS.— 
(A) The Securities and Exchange 
Commission may issue rules— 
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334 
(i) to permit the issuer of a 
digital commodity related to a 
blockchain 
system 
described 
under section 4B(b)(1) of the Se-
curities Act of 1933 that has not 
become a mature blockchain sys-
tem within the time period de-
scribed in section 4(a)(8)(A) of 
such Act, or the issuer of a digital 
commodity described in subpara-
graph (B)(iii), to utilize an exempt 
offering to offer or sell an invest-
ment contract involving the dig-
ital commodity, if the Commission 
qualifies any offering statement 
related to such exempt offering; 
and 
(ii) for the offer and sale of in-
vestment 
contracts 
involving 
units of a digital commodity by 
issuers that are not organized 
under the laws of a State, a terri-
tory of the United States, or the 
District of Columbia. 
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335 
(B) Not later than 270 days after 
the date of the enactment of this sec-
tion, the Securities and Exchange 
Commission shall issue the following 
rules: 
(i) A rule requiring a digital 
commodity issuer that last of-
fered or sold an investment con-
tract involving units of a digital 
commodity in reliance on an ex-
emption provided under section 
3, 4(a), or 19 of the Securities Act 
of 1933 prior to the date of enact-
ment of this Act, to file a com-
parable set of disclosures to those 
described under section 4B of the 
Securities Act of 1933 as the Com-
mission determines appropriate 
based on the exemption, the ma-
turity of the blockchain system to 
which such digital commodity re-
lates, and any material ongoing 
efforts of such digital commodity 
issuer 
(provided 
that 
for 
blockchains certified as a mature 
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336 
blockchain system under section 
42 of the Securities Exchange Act 
of 1934, such disclosures shall be 
comparable to those under sec-
tion 4B(b)(5)(C)), not later than 
the later of— 
(I) one year after the ef-
fective date of this section; or 
(II) the date of any sec-
ondary market sale of such 
digital commodity made in re-
liance on section 203. 
(ii) A rule requiring a digital 
commodity issuer that offers or 
sells an investment contract in-
volving units of a digital com-
modity in reliance on an exemp-
tion provided under section 3, 
4(a), or 19 of the Securities Act of 
1933, other than that provided 
under section 4(a)(8) of the Secu-
rities Act of 1933, on or after the 
date of enactment of this Act, to 
file a comparable set of disclo-
sures to those described under 
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337 
section 4B of the Securities Act of 
1933 as the Commission deter-
mines appropriate based on the 
exemption, the maturity of the 
blockchain system to which such 
digital commodity relates, and 
any material ongoing efforts of 
such digital commodity issuer, 
prior to the date of any secondary 
market sale of such digital com-
modity made in reliance on sec-
tion 203. 
(iii) With respect to a digital 
commodity where the digital com-
modity 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 ma-
ture blockchain system pursuant 
to section 42 of the Securities Ex-
change Act of 1934 after the 4- 
year period beginning on the date 
that the first such disclosure is 
filed— 
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338 
(I) a rule prohibiting the 
offer or sale of an investment 
contract involving units of the 
digital commodity unless the 
Commission has qualified any 
offering statement related to 
such offer or sale, where such 
offer or sale is permitted pur-
suant to subparagraph (A)(i); 
and 
(II) a rule requiring the 
digital commodity issuer to 
make disclosures comparable 
to 
those 
described 
in 
4B(e)(1)(A) of the Securities 
Act of 1933. 
SEC. 203. TREATMENT OF SECONDARY TRANSACTIONS IN 
DIGITAL COMMODITIES THAT ORIGINALLY 
INVOLVED INVESTMENT CONTRACTS. 
(a) SECONDARY MARKET TREATMENT.—Not-
withstanding any other provision of law, the 
offer or sale of a digital commodity that origi-
nally involved an investment contract by a 
person other than the issuer of such digital 
commodity, or an agent or underwriter there-
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339 
of, shall be deemed not to be an offer or sale 
of such investment contract between the 
issuer of the investment contract involving 
the digital commodity, or an agent or under-
writer thereof, and the purchaser of such dig-
ital commodity under— 
(1) the Securities Act of 1933 (15 
U.S.C. 77a et seq.); 
(2) the Investment Advisers Act of 
1940 (15 U.S.C. 80b–1 et seq.); 
(3) the Investment Company Act of 
1940 (15 U.S.C. 80a–1 et seq.); 
(4) the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.); 
(5) the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.); and 
(6) any applicable provisions of State 
law. 
(b) END USER DISTRIBUTIONS NOT AN OFFER 
OR SALE OF A SECURITY.—An end user distribu-
tion does not involve the offer or sale of a se-
curity. 
(c) AGENT DEFINED.—In this section and 
with respect to a digital commodity issuer, 
the term ‘‘agent’’ means any person directly or 
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indirectly controlled by the issuer or under 
direct or indirect common control with the 
issuer. 
SEC. 204. REQUIREMENTS FOR OFFERS AND SALES OF DIG-
ITAL COMMODITIES BY DIGITAL COMMODITY 
RELATED 
PERSONS 
AND 
DIGITAL 
COM-
MODITY AFFILIATED PERSONS. 
The Securities Act of 1933 (15 U.S.C. 77a 
et seq.), as amended by section 202, is further 
amended by inserting after section 4B the fol-
lowing: 
‘‘SEC. 4C. REQUIREMENTS FOR OFFERS AND SALES OF DIG-
ITAL COMMODITIES BY DIGITAL COMMODITY 
RELATED 
PERSONS 
AND 
DIGITAL 
COM-
MODITY AFFILIATED PERSONS. 
‘‘(a) IN GENERAL.—It shall be a violation of 
this Act for a digital commodity affiliated per-
son or a digital commodity related person to 
offer or sell a digital commodity acquired di-
rectly from its issuer, or an agent or under-
writer thereof, pursuant to an investment 
contract in reliance on section 4(a)(8) or an-
other exemption under this Act, other than as 
provided in this section. 
‘‘(b) COMMISSION JURISDICTION.— 
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348 
‘‘(2) AFFIRMATIVE DEFENSE.—Not later 
than 270 days after the date of the enact-
ment of this section, the Commission 
shall issue rules to implement paragraph 
(1), including by providing any affirma-
tive defenses to an enforcement action 
thereunder as the Commission may pre-
scribe as necessary or appropriate in the 
public interest or for the protection of in-
vestors. 
‘‘(3) REPORTING.—Not later than 270 
days after the date of the enactment of 
this section, the Commission shall issue 
rules to prescribe such transaction re-
porting and beneficial ownership disclo-
sure obligations applicable to digital 
commodity related persons and digital 
commodity affiliated persons, as nec-
essary or appropriate in the public inter-
est or for the protection of investors. 
‘‘(4) DIFFERENTIATION
BETWEEN
PER-
SONS.—In issuing rules required under 
paragraphs (2) and (3), the Commission 
shall differentiate between digital com-
modity related persons and digital com-
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349 
modity affiliated persons, as necessary or 
appropriate in the public interest or for 
the protection of investors. 
‘‘(f) CERTAIN UNITS RECEIVED PRIOR TO EN-
ACTMENT.—A unit of a digital commodity re-
ceived from the digital commodity issuer 
prior to the date of the enactment of this sec-
tion through an offer or sale of an investment 
contract involving units of a digital com-
modity in reliance on an exemption provided 
under section 3, 4(a), or 19, may be offered or 
sold by a digital commodity related person or 
digital commodity affiliated person, if— 
‘‘(1) the digital commodity issuer is no 
longer engaged in material ongoing ef-
forts related to the blockchain system to 
which the digital commodity relates and 
the blockchain system to which the dig-
ital commodity relates is certified as a 
mature blockchain system under section 
42 of the Securities Exchange Act of 1934; 
‘‘(2) the digital commodity issuer is 
engaged in material ongoing efforts re-
lated to the blockchain system to which 
the digital commodity relates and the 
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350 
blockchain system to which the digital 
commodity relates is certified as a ma-
ture blockchain system under section 42 
of the Securities Exchange Act of 1934, 
and the appropriate disclosures required 
under section 202(c)(2)(B) of the CLAR-
ITY Act of 2025 have been made with the 
Commission; or 
‘‘(3) the digital commodity issuer is 
engaged in material ongoing efforts re-
lated to the blockchain system to which 
the digital commodity relates and the 
blockchain system to which the digital 
commodity relates is not certified as a 
mature blockchain system under section 
42 of the Securities Exchange Act of 1934, 
and the appropriate disclosures required 
under section 202(c)(2)(B) of the CLAR-
ITY Act of 2025 have been made with the 
Commission. 
‘‘(g) RULEMAKING
ON FURTHER USAGE
OF 
DIGITAL COMMODITIES.—The Commission, con-
sistent with protecting investors, fostering 
the development of mature blockchain sys-
tems, facilitating capital formation, and main-
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