IB 
Union Calendar No. 134 
119TH CONGRESS 
1ST SESSION H. R. 3633 
[Report No. 119–168, Parts I and II] 
To provide for a system of regulation of the offer and sale of digital commod-
ities by the Securities and Exchange Commission and the Commodity 
Futures Trading Commission, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 29, 2025 
Mr. HILL of Arkansas (for himself, Mr. THOMPSON of Pennsylvania, Ms. 
CRAIG, Mr. EMMER, Mr. JOHNSON of South Dakota, Mr. DAVIS of North 
Carolina, Mr. STEIL, Mr. TORRES of New York, and Mr. DAVIDSON) in-
troduced the following bill; which was referred to the Committee on Fi-
nancial Services, and in addition to the Committee on Agriculture, for a 
period to be subsequently determined by the Speaker, in each case for 
consideration of such provisions as fall within the jurisdiction of the com-
mittee concerned 
JUNE 23, 2025 
Additional sponsors: Mr. GOTTHEIMER, Mr. HUIZENGA, Mr. NUNN of Iowa, 
Mr. LAWLER, Mr. MEUSER, Mr. CARTER of Georgia, Mr. MOORE of West 
Virginia, Mr. BEGICH, Ms. MCDONALD RIVET, Mr. THANEDAR, Mr. 
MESSMER, Mr. BRESNAHAN, and Ms. STEVENS 
JUNE 23, 2025 
Reported from the Committee on Agriculture with an amendment 
[Strike out all after the enacting clause and insert the part printed in italic] 
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JUNE 23, 2025 
Reported from the Committee on Financial Services with an amendment; com-
mitted to the Committee of the Whole House on the State of the Union 
and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in boldface roman] 
[For text of introduced bill, see copy of bill as introduced on May 29, 2025] 
A BILL 
To provide for a system of regulation of the offer and sale 
of digital commodities by the Securities and Exchange 
Commission and the Commodity Futures Trading Com-
mission, and for other purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Digital Asset Market Clarity Act of 2025’’ or the ‘‘CLAR-
ITY Act of 2025’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—DEFINITIONS; RULEMAKING; 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. Registration for digital commodity exchanges, brokers, and dealers; pro-
visional status. 
Sec. 107. Commodity Exchange Act and securities laws savings provisions. 
Sec. 108. Administrative requirements. 
Sec. 109. International cooperation. 
Sec. 110. Application of the Bank Secrecy Act. 
Sec. 111. Implementation. 
TITLE II—OFFERS AND SALES OF DIGITAL COMMODITIES 
Sec. 201. Treatment of investment contract assets. 
Sec. 202. Exempted primary transactions in digital commodities. 
Sec. 203. Treatment of secondary transactions in digital commodities that origi-
nally involved investment contracts. 
Sec. 204. Requirements for offers and sales of digital commodities by digital com-
modity related persons and digital commodity affiliated persons. 
Sec. 205. Mature blockchain system requirements. 
Sec. 206. Effective date. 
TITLE III—REGISTRATION FOR INTERMEDIARIES AT THE 
SECURITIES AND EXCHANGE COMMISSION 
Sec. 301. Treatment of digital commodities and permitted payment stablecoins. 
Sec. 302. Anti-fraud authority over permitted payment stablecoins and certain 
digital commodity transactions. 
Sec. 303. Eligibility of alternative trading systems. 
Sec. 304. Operation of alternative trading systems. 
Sec. 305. Modernization of recordkeeping requirements. 
Sec. 306. Exemptive authority. 
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Sec. 307. Additional registrations with the Commodity Futures Trading Commis-
sion. 
Sec. 308. Exempting digital commodities from State securities laws. 
Sec. 309. Exclusion for decentralized finance activities. 
Sec. 310. Treatment of custody activities by banking institutions. 
Sec. 311. Digital commodity activities that are financial in nature. 
Sec. 312. Effective date; administration. 
Sec. 313. Studies on foreign adversary participation. 
TITLE 
IV—REGISTRATION 
FOR 
DIGITAL 
COMMODITY 
INTER-
MEDIARIES AT THE COMMODITY FUTURES TRADING 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 commodities. 
Sec. 404. Registration of digital commodity exchanges. 
Sec. 405. Qualified digital asset custodians. 
Sec. 406. Registration and regulation of digital commodity brokers and dealers. 
Sec. 407. Registration of associated persons. 
Sec. 408. Registration of commodity pool operators and commodity trading advi-
sors. 
Sec. 409. Exclusion for decentralized finance activities. 
Sec. 410. Resources for implementation and enforcement. 
Sec. 411. Digital commodity activities by SEC-registered entities. 
Sec. 412. Requirements related to control persons. 
Sec. 413. Other tradable assets. 
Sec. 414. Effective date. 
Sec. 415. Sense of Congress. 
TITLE V—INNOVATION AND TECHNOLOGY IMPROVEMENTS 
Sec. 501. Findings; sense of Congress. 
Sec. 502. Modernization of the Securities and Exchange Commission mission. 
Sec. 503. Strategic Hub for Innovation and Financial Technology. 
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 hold-
ers. 
Sec. 508. Study on financial market infrastructure improvements. 
Sec. 509. Study on illicit use of digital assets. 
Sec. 510. Conflict of interest rulemaking. 
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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 network to 
create a distributed ledger of independ-
ently verifiable transactions or infor-
mation among network participants; 
‘‘(II) linked using cryptography 
to maintain the integrity of the dis-
tributed ledger and to execute other 
functions; 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 
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not limited to, or under the effective control of, 
any person or group of persons under common 
control. 
‘‘(B) RELATIONSHIP OF PERSONS TO DE-
CENTRALIZED GOVERNANCE SYSTEMS.—With re-
spect to a decentralized governance system, the 
decentralized governance system and any persons 
participating in the decentralized governance 
system shall be treated as separate persons unless 
such persons are under common control. 
‘‘(C) LEGAL ENTITIES FOR DECENTRALIZED 
GOVERNANCE SYSTEMS.—The term ‘decentralized 
governance system’ shall include a legal entity 
used to implement the rules-based system de-
scribed in subparagraph (A), provided that the 
organizing and governing laws of such legal enti-
ty do not create or require centralized and hier-
archical management of such legal entity. For 
the purposes of this subparagraph, the delegation 
of ministerial or administrative authority at the 
direction of the participants in a decentralized 
governance system shall not be construed to be 
centralized and hierarchical management. 
‘‘(25) DIGITAL ASSET.—The term ‘digital asset’ 
means any digital representation of value which is re-
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corded on a cryptographically-secured distributed 
ledger or other similar technology. 
‘‘(26) DIGITAL COMMODITY.—The term ‘digital 
commodity’ has the meaning given that term under 
section 1a of the Commodity Exchange Act (7 U.S.C. 
1a). 
‘‘(27) DIGITAL
COMMODITY
AFFILIATED
PER-
SON.—The term ‘digital commodity affiliated person’ 
means a person (including a digital commodity re-
lated person) that, with respect to any digital com-
modity— 
‘‘(A) acquires 5 percent or more of the total 
outstanding units of such digital commodity 
from a digital commodity issuer; 
‘‘(B) is a founder of the digital commodity 
issuer; or 
‘‘(C) is an executive director, director, trust-
ee, or general partner of the digital commodity 
issuer or held such role at any point in the pre-
vious 12-month period. 
‘‘(28) DIGITAL
COMMODITY
ISSUER.—With re-
spect to a digital commodity, the term ‘digital com-
modity issuer’ means any person that— 
‘‘(A) proposes, issues, or causes to be issued 
a unit of such digital commodity to a person; or 
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‘‘(B) offers or sells a right to a future 
issuance of a unit of such digital commodity to 
a person. 
‘‘(29) DIGITAL COMMODITY RELATED PERSON.— 
‘‘(A) IN GENERAL.—With respect to a dig-
ital commodity issuer, the term ‘digital com-
modity related person’ means— 
‘‘(i) a person that is or was in the pre-
vious 6-month period a promoter, senior 
employee, advisory board member, consult-
ant, advisor, or person serving in a similar 
capacity; and 
‘‘(ii) a person that acquires 1 percent 
or more of the total outstanding units of 
such digital commodity from a digital com-
modity issuer. 
‘‘(B) SENIOR EMPLOYEE DEFINED.—In this 
paragraph and with respect to a digital com-
modity issuer, the term ‘senior employee’ means 
any employee materially involved in the man-
agement or planning of the digital commodity 
issuer or the development of the blockchain sys-
tem to which the digital commodity relates. 
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‘‘(30) END USER DISTRIBUTION.—The term ‘end 
user distribution’ means a distribution 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 conditions capable of being sat-
isfied by any participant in the blockchain sys-
tem, including, as incentive-based rewards— 
‘‘(i) to users of the digital commodity 
or any blockchain system to which the dig-
ital commodity relates; 
‘‘(ii) for activities directly related to 
the operation of the blockchain system, such 
as mining, validating, staking, or other ac-
tivity directly tied to the operation 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 sys-
tem, together with its related digital commodity, that 
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is not controlled by any person or group of persons 
under common control. 
‘‘(32) PERMITTED PAYMENT STABLECOIN.— 
‘‘(A) IN
GENERAL.—The term ‘permitted 
payment stablecoin’ means a digital asset— 
‘‘(i) that is or is designed to be used as 
a means of payment or settlement; 
‘‘(ii) that is denominated in a national 
currency; 
‘‘(iii) the issuer of which is subject to 
the regulatory and supervisory authority of 
a State or Federal agency; 
‘‘(iv) the issuer of which— 
‘‘(I) is obligated to convert, re-
deem, or repurchase for a fixed amount 
of monetary value; or 
‘‘(II) represents that the digital 
asset will maintain or creates the rea-
sonable expectation that the digital 
asset will maintain a stable value rel-
ative to the value of a fixed amount of 
monetary value; and 
‘‘(v) that is not— 
‘‘(I) a national currency; 
‘‘(II) a security issued by— 
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‘‘(aa) an investment com-
pany registered under section 8(a) 
of the Investment Company Act of 
1940 (15 U.S.C. 80a–8(a)); or 
‘‘(bb) a person that would be 
an investment company under the 
Investment 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 Insur-
ance Act (12 U.S.C. 1813)), regardless 
of the technology used to record such 
deposit; or 
‘‘(IV) an account (as defined in 
section 101 of the Federal Credit 
Union Act (12 U.S.C. 1752)), regard-
less of the technology used to record 
such account. 
‘‘(B) MONETARY
VALUE
DEFINED.—The 
term ‘monetary value’— 
‘‘(i) means— 
‘‘(I) a national currency; 
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‘‘(II) a deposit (as defined in sec-
tion 3 of the Federal Deposit Insurance 
Act (12 U.S.C. 1813)) that is denomi-
nated in a national currency; or 
‘‘(III) an account (as defined in 
section 101 of the Federal Credit 
Union Act (12 U.S.C. 1752)); and 
‘‘(ii) does not include any agricultural 
or other physical commodity (as defined in 
section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a)). 
‘‘(33) SECURITIES LAWS.—The term ‘securities 
laws’ has the meaning given that term under section 
3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)).’’. 
SEC. 102. DEFINITIONS UNDER THE SECURITIES EXCHANGE 
ACT OF 1934. 
Section 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)) is amended— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(2) by adding at the end the following: 
‘‘(82) BANK SECRECY ACT.—The term ‘Bank Se-
crecy Act’ means— 
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‘‘(A) section 21 of the Federal Deposit In-
surance Act (12 U.S.C. 1829b); 
‘‘(B) chapter 2 of title I of Public Law 91– 
508 (12 U.S.C. 1951 et seq.); and 
‘‘(C) subchapter II of chapter 53 of title 31, 
United States Code. 
‘‘(83) 
ADDITIONAL
DIGITAL
COMMODITY-RE-
LATED TERMS.— 
‘‘(A) SECURITIES ACT OF 1933.—The terms 
‘blockchain system’, ‘decentralized governance 
system’, ‘digital asset’, ‘digital commodity affili-
ated person’, ‘digital commodity issuer’, ‘digital 
commodity related person’, ‘end user distribu-
tion’, ‘mature blockchain system’, and ‘permitted 
payment stablecoin’, have the meaning 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 commodity dealer’, ‘digital com-
modity exchange’, ‘decentralized finance mes-
saging system’, and ‘decentralized finance trad-
ing protocol’ have the meaning given those terms, 
respectively, under section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a).’’. 
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SEC. 103. DEFINITIONS UNDER THE COMMODITY EX-
CHANGE ACT. 
(a) IN GENERAL.—Section 1a of the Commodity Ex-
change Act (7 U.S.C. 1a) is amended— 
(1) in paragraph (10)— 
(A) in subparagraph (A)— 
(i) by redesignating clauses (iii) and 
(iv) as clauses (iv) and (v), respectively; 
and 
(ii) by inserting after clause (ii) the 
following: 
‘‘(iii) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
‘‘(B) EXCLUSION.—For purposes of this 
paragraph, the term ‘trading in commodity in-
terests’ shall not include transacting in digital 
commodities for the purpose of— 
‘‘(i) acting as a digital commodity cus-
todian; 
‘‘(ii) establishing, maintaining, or 
managing inventory or payment instru-
ments for commercial purposes; or 
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‘‘(iii) maintaining or supporting the 
operation of, or validating transactions on, 
a blockchain system.’’; 
(2) in paragraph (11)— 
(A) in subparagraph (A)(i)— 
(i) by redesignating subclauses (III) 
and (IV) as subclauses (IV) and (V), respec-
tively; and 
(ii) by inserting after subclause (II) 
the following: 
‘‘(III) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
‘‘(B) EXCLUSION.—For purposes of this 
paragraph, the term ‘trading in commodity in-
terests’ shall not include transacting in digital 
commodities for the purpose of— 
‘‘(i) acting as a digital commodity cus-
todian; 
‘‘(ii) establishing, maintaining, or 
managing inventory or payment instru-
ments for commercial purposes; or 
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‘‘(iii) maintaining or supporting the 
operation of, or validating transactions on, 
a blockchain system.’’; 
(3) in paragraph (12)(A)(i)— 
(A) in subclause (II), by adding at the end 
a semicolon; 
(B) by redesignating subclauses (III) and 
(IV) as subclauses (IV) and (V), respectively; and 
(C) by inserting after subclause (II) the fol-
lowing: 
‘‘(III) a digital commodity;’’; 
(4) by redesignating paragraphs (16) through 
(51) as paragraphs (17) through (52), respectively, 
and inserting after paragraph (15) the following: 
‘‘(16) TERMS
RELATED
TO
DIGITAL
COMMOD-
ITIES.— 
‘‘(A) ASSOCIATED
PERSON
OF
A
DIGITAL 
COMMODITY BROKER.— 
‘‘(i) IN GENERAL.—Except as provided 
in clause (ii), the term ‘associated person of 
a digital commodity broker’ means a person 
who is associated with a digital commodity 
broker as a partner, officer, employee, or 
agent (or any person occupying a similar 
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status or performing similar functions) in 
any capacity that involves— 
‘‘(I) the solicitation or acceptance 
of an order for the purchase or sale of 
a digital commodity; or 
‘‘(II) the supervision of any per-
son engaged in the solicitation or ac-
ceptance of an order for the purchase 
or sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘associ-
ated person of a digital commodity broker’ 
does not include any person associated with 
a digital commodity broker the functions of 
which are solely clerical or ministerial. 
‘‘(B) ASSOCIATED
PERSON
OF
A
DIGITAL 
COMMODITY DEALER.— 
‘‘(i) IN GENERAL.—Except as provided 
in clause (ii), the term ‘associated person of 
a digital commodity dealer’ means a person 
who is associated with a digital commodity 
dealer as a partner, officer, employee, or 
agent (or any person occupying a similar 
status or performing similar functions) in 
any capacity that involves— 
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‘‘(I) the solicitation or acceptance 
of a contract for the purchase or sale of 
a digital commodity; or 
‘‘(II) the supervision of any per-
son engaged in the solicitation or ac-
ceptance of a contract for the purchase 
or sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘associ-
ated person of a digital commodity dealer’ 
does not include any person associated with 
a digital commodity dealer the functions of 
which are solely clerical or ministerial. 
‘‘(C) BANK SECRECY ACT.—The term ‘Bank 
Secrecy Act’ means— 
‘‘(i) section 21 of the Federal Deposit 
Insurance Act (12 U.S.C. 1829b); 
‘‘(ii) chapter 2 of title I of Public Law 
91–508 (12 U.S.C. 1951 et seq.); and 
‘‘(iii) subchapter II of chapter 53 of 
title 31, United States Code. 
‘‘(D) DECENTRALIZED FINANCE MESSAGING 
SYSTEM.— 
‘‘(i) IN
GENERAL.—The term ‘decen-
tralized finance messaging system’ means a 
software application that provides a user 
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with the ability to create or submit an in-
struction, communication, or message to a 
decentralized finance trading protocol for 
the purpose of executing a transaction by 
the user. 
‘‘(ii) ADDITIONAL
REQUIREMENTS.— 
The term ‘decentralized finance messaging 
system’ does not include any system that 
provides any person other than the user 
with control over— 
‘‘(I) the funds of the user; or 
‘‘(II) the execution of the trans-
action of the user. 
‘‘(E) DECENTRALIZED
FINANCE
TRADING 
PROTOCOL.— 
‘‘(i) IN
GENERAL.—The term ‘decen-
tralized finance trading protocol’ means a 
blockchain system through which multiple 
participants can execute a financial trans-
action— 
‘‘(I) in accordance with an auto-
mated rule or algorithm that is pre-
determined and non-discretionary; and 
‘‘(II) without reliance on any 
other person to maintain control of the 
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digital assets of the user during any 
part of the financial transaction. 
‘‘(ii) EXCLUSIONS.— 
‘‘(I) IN GENERAL.—The term ‘de-
centralized finance trading protocol’ 
does not include a blockchain system 
if— 
‘‘(aa) a person or group of 
persons under common control or 
acting pursuant to an agreement 
to act in concert has the author-
ity, directly or indirectly, through 
any contract, arrangement, un-
derstanding, relationship, or oth-
erwise, to control or materially 
alter the functionality, operation, 
or rules of consensus or agreement 
of the blockchain system; or 
‘‘(bb) the blockchain system 
does not operate, execute, and en-
force its operations and trans-
actions based solely on pre-estab-
lished, transparent rules encoded 
directly within the source code of 
the blockchain system. 
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‘‘(II) SPECIAL
RULE.—For pur-
poses of subclause (I), a decentralized 
governance system shall not be consid-
ered to be a person or a group of per-
sons under common control or acting 
pursuant to an agreement to act in 
concert. 
‘‘(F) DIGITAL COMMODITY.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity’ means a digital asset that is in-
trinsically 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 purposes of this subpara-
graph, a digital asset is intrinsically linked 
to a blockchain system if the digital asset is 
directly related to the functionality or oper-
ation of the blockchain system or to the ac-
tivities or services for which the blockchain 
system is created or utilized, including 
where the digital asset is— 
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‘‘(I) issued or generated by the 
programmatic 
functioning 
of 
the 
blockchain system; 
‘‘(II) used to transfer value be-
tween participants in the blockchain 
system; 
‘‘(III) used to access the activities 
or services of the blockchain system; 
‘‘(IV) used to participate in the 
decentralized governance system of the 
blockchain system; 
‘‘(V) used or removed from cir-
culation in whole or in part to pay 
fees or otherwise verify or validate 
transactions on the blockchain system; 
‘‘(VI) used as payment or incen-
tive to participants in the blockchain 
system to engage in the activities of the 
blockchain system, provide services to 
other participants in the blockchain 
system, or otherwise participate in the 
functionality of the blockchain system; 
or 
‘‘(VII) used as payment or incen-
tive to participants in the blockchain 
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system to validate transactions, secure 
the blockchain system, provide com-
putational services, maintain or dis-
tribute information, or otherwise par-
ticipate in the operations of the 
blockchain system. 
‘‘(iii) EXCLUSION.—The term ‘digital 
commodity’ does not include any of the fol-
lowing: 
‘‘(I) SECURITY.— 
‘‘(aa) Any security, other 
than a note, an investment con-
tract, or a certificate of interest or 
participation in any profit-shar-
ing agreement. 
‘‘(bb) A note, an investment 
contract, or a certificate of inter-
est or participation in any profit- 
sharing agreement that— 
‘‘(AA) 
represents 
or 
gives the holder an ownership 
interest or other interest in 
the revenues, profits, obliga-
tions, debts, assets, or assets 
or debts to be acquired of the 
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‘‘(bb) a security-based swap, 
as defined in section 2a of the Se-
curities Act of 1933; 
‘‘(cc) a put, call, straddle, 
option, or privilege on any secu-
rity, certificate of deposit, or 
group or index of securities (in-
cluding any interest therein or 
based on the value thereof), as de-
fined in section 2a of the Securi-
ties Act of 1933; or 
‘‘(dd) a put, call, straddle, 
option, or privilege on any secu-
rity, as defined in section 2a of 
the Securities Act of 1933. 
‘‘(III) 
PERMITTED
PAYMENT 
STABLECOIN.—A digital asset that is a 
permitted payment stablecoin. 
‘‘(IV) BANKING DEPOSIT.— 
‘‘(aa) A deposit (as defined 
under section 3 of the Federal De-
posit Insurance Act (12 U.S.C. 
1813)), regardless of the tech-
nology used to record the deposit. 
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‘‘(bb) An account (as defined 
in section 101 of the Federal 
Credit Union Act (12 U.S.C. 
1752)), regardless of the tech-
nology used to record the account. 
‘‘(V) COMMODITY.—A digital asset 
that references, represents an interest 
in, or is functionally equivalent to— 
‘‘(aa) an agricultural com-
modity; 
‘‘(bb) 
an 
excluded 
com-
modity, other than a security; or 
‘‘(cc) an exempt commodity, 
other than the digital commodity 
itself, as shall be further defined 
by the Commission. 
‘‘(VI) COMMODITY DERIVATIVE.— 
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; 
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‘‘(bb) a security futures prod-
uct; 
‘‘(cc) a swap; 
‘‘(dd) an agreement, contract, 
or transaction described in section 
2(c)(2)(C)(i) or 2(c)(2)(D)(i); 
‘‘(ee) a commodity option 
authorized under section 4c; or 
‘‘(ff) a leverage transaction 
authorized under section 19. 
‘‘(VII) POOLED INVESTMENT VE-
HICLE.— 
‘‘(aa) IN GENERAL.—A dig-
ital asset that, based on its terms 
and other characteristics, is, rep-
resents, or is functionally equiva-
lent to— 
‘‘(AA) 
a 
commodity 
pool, as defined in this Act; 
or 
‘‘(BB) a pooled invest-
ment vehicle. 
‘‘(bb) POOLED
INVESTMENT 
VEHICLE DEFINED.—In this sub-
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clause, the term ‘pooled invest-
ment vehicle’ means— 
‘‘(AA) any investment 
company as defined in sec-
tion 3(a) of the Investment 
Company Act of 1940 (15 
U.S.C. 80a–3(a)); 
‘‘(BB) 
any 
company 
that would be an investment 
company under section 3(a) 
of such Act but for the exclu-
sion provided from that defi-
nition by paragraph (1), (7), 
or (9) of section 3(c) of such 
Act (15 U.S.C. 80a–3(c)(1), 
(7), or (9)); or 
‘‘(CC) any entity or 
person that is not an invest-
ment company but holds or 
will hold assets other than se-
curities. 
‘‘(VIII) GOOD, COLLECTIBLE, AND 
OTHER
NON-COMMODITY
ASSET.—A 
digital asset that has value, utility, or 
significance beyond its mere existence 
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as a digital asset, including the digital 
equivalent of a tangible or intangible 
good, such as— 
‘‘(aa) a work of art, a musi-
cal composition, a literary work, 
or other intellectual property; 
‘‘(bb) collectibles, merchan-
dise, virtual land, and video game 
assets; 
‘‘(cc) affinity, rewards, or 
loyalty points, including airline 
miles or credit card points, that 
are not primarily speculative in 
nature; or 
‘‘(dd) rights, licenses, and 
tickets. 
‘‘(iv) RULE
OF
CONSTRUCTION.—No 
presumption shall exist that a digital asset 
is a security, nor shall a digital asset be ex-
cluded from being a digital commodity pur-
suant to clause (iii)(I), solely due to— 
‘‘(I) the digital asset providing 
voting or economic rights with respect 
to the blockchain system to which the 
digital asset relates or the decentralized 
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governance system of the blockchain 
system to which the digital asset re-
lates; 
‘‘(II) the value of the digital asset 
having the potential to appreciate or 
depreciate in response to the efforts, 
operations, or financial performance of 
the blockchain system to which the dig-
ital asset relates or the decentralized 
governance system of the blockchain 
system to which the digital asset re-
lates; or 
‘‘(III) the value of the digital 
asset appreciating or depreciating due 
to the use of the blockchain system to 
which the digital asset relates or the 
decentralized governance system of the 
blockchain system to which the digital 
asset relates. 
‘‘(G) DIGITAL COMMODITY BROKER.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity broker’ means any person who, 
as a regular business— 
‘‘(I) is engaged in— 
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‘‘(aa) soliciting or accepting 
an order from a customer for— 
‘‘(AA) the purchase or 
sale of a digital commodity; 
or 
‘‘(BB) 
an 
agreement, 
contract, or transaction de-
scribed 
in 
section 
2(c)(2)(D)(iv); and 
‘‘(bb) in conjunction with the 
activities in item (aa), accepts or 
maintains control over— 
‘‘(AA) the funds of any 
customer; or 
‘‘(BB) the execution of 
any transaction of a cus-
tomer; 
‘‘(II) is engaged in soliciting or 
accepting orders from a customer for 
the purchase or sale of a unit of a dig-
ital commodity on or subject to the 
rules of a registered entity; or 
‘‘(III) is registered with the Com-
mission as a digital commodity broker. 
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‘‘(ii) EXCEPTIONS.—The term ‘digital 
commodity broker’ does not include a per-
son solely because the person— 
‘‘(I) solicits or accepts an order 
described in clause (i)(I)(aa)(AA) from 
a customer who is an eligible contract 
participant; 
‘‘(II) enters into 1 or more digital 
commodity transactions that are at-
tributable or solely incidental to mak-
ing, sending, receiving, or facilitating 
payments, whether involving a pay-
ment service provider or on a peer-to- 
peer basis; or 
‘‘(III) is a bank (as defined under 
section 3(a) of the Securities Exchange 
Act of 1934) engaging in certain bank-
ing activities with respect to a digital 
commodity in the same or a similar 
manner as a bank is excluded from the 
definition of a broker under such sec-
tion, as determined by the Commis-
sion. 
‘‘(iii) 
FURTHER
DEFINITION.—The 
Commission, by rule or regulation, may ex-
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clude from the term ‘digital commodity 
broker’ any person or class of persons if the 
Commission determines that the rule or reg-
ulation will effectuate the purposes of this 
Act. 
‘‘(H) DIGITAL COMMODITY DEALER.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity dealer’ means any person who, 
as a regular business— 
‘‘(I) 
is, 
or 
offers 
to 
be 
a 
counterparty to a person for the pur-
chase or sale of a digital commodity as 
a regular business, and in conjunction 
with the activities, accepts or main-
tains control over the funds of any 
counterparty; or 
‘‘(II) is registered with the Com-
mission as a digital commodity dealer. 
‘‘(ii) EXCEPTION.—The term ‘digital 
commodity dealer’ does not include a person 
solely because the person— 
‘‘(I) 
is 
or 
offers 
to 
be 
a 
counterparty to a person who is an eli-
gible contract participant; 
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‘‘(II) enters into a digital com-
modity transaction with an eligible 
contract participant; 
‘‘(III) enters into a digital com-
modity transaction on or through a 
registered digital commodity exchange, 
with a registered digital commodity 
broker, or through a decentralized fi-
nance trading protocol; 
‘‘(IV) enters into a digital com-
modity transaction for the person’s 
own account, either individually or in 
a fiduciary capacity, but not as a part 
of a regular business; 
‘‘(V) enters into 1 or more digital 
commodity transactions that are at-
tributable or solely incidental to mak-
ing, sending, receiving, or facilitating 
payments, whether involving a pay-
ment service provider or on a peer-to- 
peer basis; or 
‘‘(VI) is a bank (as defined under 
section 3(a) of the Securities Exchange 
Act of 1934) engaging in certain bank-
ing activities with respect to a digital 
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commodity in the same or a similar 
manner as a bank is excluded from the 
definition of a dealer under section 
3(a)(5) of such Act, as determined by 
the Commission. 
‘‘(iii) 
FURTHER
DEFINITION.—The 
Commission, by rule or regulation, may ex-
clude from the term ‘digital commodity 
dealer’ any person or class of persons if the 
Commission determines that the rule or reg-
ulation will effectuate the purposes of this 
Act. 
‘‘(I) DIGITAL COMMODITY EXCHANGE.—The 
term ‘digital commodity exchange’ means a trad-
ing facility that offers or seeks to offer a cash or 
spot market in at least 1 digital commodity. 
‘‘(J) 
MIXED
DIGITAL
ASSET
TRANS-
ACTION.—The term ‘mixed digital asset trans-
action’ means a transaction in which a digital 
commodity is traded for a security. 
‘‘(K) TERMS DEFINED UNDER THE SECURI-
TIES ACT OF 1933.—The terms ‘blockchain sys-
tem’, ‘decentralized governance system’, ‘digital 
asset’, ‘digital commodity issuer’, ‘digital com-
modity affiliated person’, ‘digital commodity re-
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lated person’, ‘end user distribution’, ‘mature 
blockchain system’, and ‘permitted payment 
stablecoin’ have the meaning given those terms, 
respectively, under section 2(a) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)).’’; and 
(5) in paragraph (41) (as so redesignated by 
paragraph (4) of this subsection)— 
(A) by striking ‘‘and’’ at the end of sub-
paragraph (E); 
(B) by striking the period at the end of sub-
paragraph (F) and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(G) a digital commodity exchange reg-
istered under section 5i.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) Each of the following provisions of law is 
amended 
by 
striking 
‘‘1a(18)’’ 
and 
inserting 
‘‘1a(19)’’: 
(A) Section 4s(h)(5)(A)(i) of the 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 Securities Ex-
change Act of 1934 (15 U.S.C. 78f(g)(5)(B)). 
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(D) Section 15F(h)(5)(A)(i) of the Securi-
ties 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 
striking 
‘‘1a(39)’’ 
and 
inserting 
‘‘1a(40)’’. 
(3) Section 4s(f)(1)(D) of the Commodity Ex-
change Act (7 U.S.C. 6s(f)(1)(D)) is amended by 
striking ‘‘1a(47)(A)’’ and inserting ‘‘1a(48)(A)’’. 
(4) Each of the following provisions of the Com-
modity 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)). 
(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 Commodity Ex-
change 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— 
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(A) in subsection (a)(2), by striking 
‘‘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 inserting ‘‘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 striking 
‘‘1a(47)(D)’’ each place it appears and inserting 
‘‘1a(48)(D)’’; and 
(B) in subsection (d)(1), by striking 
‘‘1a(47)(A)(v)’’ each place it appears and insert-
ing ‘‘1a(48)(A)(v)’’. 
SEC. 104. DEFINITIONS UNDER THIS ACT. 
In this Act: 
(1) DEFINITIONS UNDER THE COMMODITY EX-
CHANGE ACT.—The terms ‘‘decentralized finance mes-
saging system’’, ‘‘decentralized finance trading pro-
tocol’’, ‘‘digital commodity’’, ‘‘digital commodity 
broker’’, ‘‘digital commodity dealer’’, ‘‘digital com-
modity exchange’’, and ‘‘mixed digital asset trans-
action’’ have the meaning given those terms, respec-
tively, under section 1a of the Commodity Exchange 
Act (7 U.S.C. 1a). 
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(2) DEFINITIONS UNDER THE SECURITIES ACT 
OF 1933.—The terms ‘‘blockchain’’, ‘‘blockchain sys-
tem’’, ‘‘blockchain protocol’’, ‘‘decentralized govern-
ance system’’, ‘‘digital asset’’, ‘‘digital commodity 
issuer’’, ‘‘end user distribution’’, ‘‘mature blockchain 
system’’, ‘‘permitted payment stablecoin’’, and ‘‘secu-
rities laws’’ have the meaning given those terms, re-
spectively, under section 2(a) of the Securities Act of 
1933 (15 U.S.C. 77b(a)). 
(3) DEFINITIONS UNDER THE SECURITIES EX-
CHANGE
ACT
OF
1934.—The terms ‘‘Bank Secrecy 
Act’’, ‘‘securities laws’’, and ‘‘self-regulatory organiza-
tion’’ have the meaning given those terms, respec-
tively, under section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)). 
SEC. 105. RULEMAKINGS. 
(a) DEFINITIONS.—The Commodity Futures Trading 
Commission and the Securities and Exchange Commission 
shall jointly issue rules to further define the following terms: 
(1) The terms— 
(A) ‘‘blockchain’’, ‘‘blockchain application’’, 
‘‘blockchain system’’, ‘‘blockchain protocol’’, ‘‘de-
centralized governance system’’, ‘‘digital com-
modity affiliated person’’, ‘‘digital commodity 
issuer’’, ‘‘digital commodity related person’’, 
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‘‘end user distribution’’, and ‘‘mature blockchain 
system’’, as defined under section 2(a) of the Se-
curities Act of 1933; 
(B) ‘‘unilateral authority’’, as such term is 
used in section 42 of the Securities Exchange Act 
of 1934 and section 1a of the Commodity Ex-
change 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 Commodity 
Exchange Act. 
(2) The terms ‘‘digital commodity’’, ‘‘decentral-
ized finance messaging system’’, and ‘‘decentralized 
finance trading protocol’’ as defined under section 1a 
of the Commodity Exchange Act. 
(b) JOINT RULEMAKING FOR MIXED DIGITAL ASSET 
TRANSACTIONS.—The Securities and Exchange Commis-
sion and the Commodity Futures Trading Commission 
shall jointly issue rules applicable to mixed digital asset 
transactions under this Act and the amendments made by 
this Act, including by further defining such term. 
(c) PROTECTION OF SELF-CUSTODY.— 
(1) IN GENERAL.—A United States individual 
shall retain the right to— 
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(A) maintain a hardware wallet or software 
wallet for the purpose of facilitating the individ-
ual’s own lawful custody of digital assets; and 
(B) engage in direct, peer-to-peer trans-
actions in digital assets with another individual 
or entity for the individual’s own lawful pur-
poses using a hardware wallet or software wallet, 
if— 
(i) such other individual or entity is 
not a financial institution (as defined in 
section 5312 of title 31, United States 
Code); and 
(ii) the transactions do not involve any 
property or interests in property that are 
blocked pursuant to, or are otherwise pro-
hibited by, United States sanctions. 
(2) APPLICATION.—This subsection— 
(A) applies solely to personal use by indi-
viduals; and 
(B) does not apply to individuals acting in 
a custodial or fiduciary capacity for others. 
(3) RULE OF CONSTRUCTION.—Nothing in this 
subsection shall be construed to limit the authority of 
the Secretary of the Treasury, the Securities and Ex-
change Commission, the Commodity Futures Trading 
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Commission, the Board of Governors of the Federal 
Reserve System, the Comptroller of the Currency, the 
Federal Deposit Insurance Corporation, or the Na-
tional Credit Union Administration to carry out any 
enforcement action or special measure authorized 
under applicable law, including— 
(A) the Bank Secrecy Act, section 9714 of 
the Combating Russian Money Laundering Act 
(31 U.S.C. 5318A note), and section 7213A of 
the Fentanyl Sanctions Act (21 U.S.C. 2313a); 
or 
(B) any other law relating to illicit finance, 
money laundering, terrorism financing, or 
United States sanctions. 
(d) JOINT RULEMAKING, PROCEDURES, OR GUIDANCE 
FOR DELISTING.—Not later than 180 days after the date 
of the enactment of this Act, the Commodity Futures Trad-
ing Commission and the Securities and Exchange Commis-
sion 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 securi-
ties laws (including regulations under those laws), or this 
Act. 
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(e) JOINT RULES FOR PORTFOLIO MARGINING DETER-
MINATIONS.— 
(1) IN GENERAL.—Not later than 360 days after 
the date of the enactment of this Act, the Commodity 
Futures Trading Commission and the Securities and 
Exchange Commission shall jointly issue rules de-
scribing the process for persons registered with either 
such Commission to seek a joint order or determina-
tion with respect to margin, customer protection, seg-
regation, or other requirements as necessary to facili-
tate portfolio margining of securities (including re-
lated extensions of credit), security-based swaps, con-
tracts for future delivery, options on a contract for fu-
ture delivery, swaps, and digital commodities, or any 
subset thereof, in— 
(A) a securities account carried by a reg-
istered broker or dealer or a security-based swap 
account carried by a registered security-based 
swap dealer; 
(B) a futures or cleared swap account car-
ried by a registered futures commission mer-
chant; 
(C) a swap account carried by a swap deal-
er; or 
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(D) a digital commodity account carried by 
a registered digital commodity broker or digital 
commodity dealer that is also registered in such 
other capacity as is necessary to also carry the 
other customer or counterparty positions being 
held in the account. 
(2) PROCESS.—With respect to a joint order or 
determination described in paragraph (1), the rules 
required to be issued pursuant to paragraph (1) shall 
require— 
(A) the joint order or determination to be 
issued only if the order or determination is in 
the public interest and provides for the appro-
priate protection of customers; 
(B) applicants to file a standard applica-
tion, in a form and manner determined by the 
Securities and Exchange Commission and the 
Commodity Futures Trading Commission, which 
shall include the information necessary to make 
the joint order or determination; 
(C) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to make a final determination not later 
than 270 days after the filing of a completed ap-
plication; 
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(D) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to consider the public interest of the 
joint order or determination through the solicita-
tion of public comments; and 
(E) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to consult with other relevant foreign or 
domestic regulators, including the Board of Gov-
ernors of the Federal Reserve System, the Federal 
Deposit Insurance Corporation, and the Office of 
the Comptroller of the Currency, as appropriate. 
SEC. 106. REGISTRATION FOR DIGITAL COMMODITY EX-
CHANGES, BROKERS, AND DEALERS; PROVI-
SIONAL STATUS. 
(a) REGISTRATION.— 
(1) IN
GENERAL.—Unless exempted from reg-
istration under section 5k of the Commodity Ex-
change Act, a person shall not act as a digital com-
modity broker, digital commodity dealer, or digital 
commodity exchange after the end of the 270-day pe-
riod beginning on the date of the enactment of this 
Act, unless, as the case may be, the person is reg-
istered as a— 
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(2) PAYMENT OF FEES.—A person in provisional 
status shall pay all fees and penalties required under 
section 410. 
(c) OPERATIONS PRIOR TO REGULATIONS.— 
(1) REQUIREMENTS.—A person in provisional 
status shall apply and be subject to the statutory re-
quirements of this Act and any rules or regulations 
promulgated under this Act, as applicable. 
(2) LISTINGS.— 
(A) IN GENERAL.—Except as provided in 
subparagraph (B), a person in provisional status 
may continue to offer, solicit, trade, facilitate, 
execute, clear, report, or otherwise deal in any 
digital asset offered on or through the facilities 
of the person before the date of registration under 
this section, until such time as the joint rule-
making on definitions required under section 
105(a) is effective. 
(B) DELISTING.—Before the effective date of 
the joint rulemaking on definitions under section 
105(a), person in provisional status shall cease 
offering, soliciting, trading, facilitating, exe-
cuting, clearing, reporting, or otherwise dealing 
in any digital asset required to be delisted pur-
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suant to a joint delisting process established 
under section 105(d). 
(3) EXEMPTIVE AUTHORITY.—In order to pro-
mote responsible innovation and fair competition, or 
protect customers, the Commodity Futures Trading 
Commission may exempt any persons or class of per-
sons registered pursuant to subsection (a) and in pro-
visional status pursuant to subsection (b) from any 
requirements of this Act and any rules and regula-
tions promulgated under this Act. 
(d) CUSTOMER
DISCLOSURE
BEFORE
REGISTRA-
TION.— 
(1) IN GENERAL.—Beginning 30 days after the 
date of the enactment of this Act, any person acting 
as a digital commodity exchange, digital commodity 
broker, or digital commodity dealer shall disclose to 
the customers of the person so acting, in the disclosure 
documents, offering documents, and promotional ma-
terial of the person so acting, in a prominent man-
ner, that the person is not registered with or regulated 
by the Commodity Futures Trading Commission. 
(2) EXPIRATION.—Paragraph (1) of this sub-
section shall not apply to any person who registers 
pursuant to subsection (a). 
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SEC. 107. COMMODITY EXCHANGE ACT AND SECURITIES 
LAWS SAVINGS PROVISIONS. 
(a) IN GENERAL.—Nothing in this Act shall affect or 
apply to, or be interpreted to affect or apply to— 
(1) any agreement, contract, or transaction that 
is subject to the Commodity Exchange Act as— 
(A) a contract of sale of a commodity for 
future delivery or an option on such a contract; 
(B) a swap; 
(C) a security futures product; 
(D) an option authorized under section 4c 
of such Act; 
(E) an agreement, contract, or transaction 
described in section 2(c)(2)(C)(i) of such Act; or 
(F) a leverage transaction authorized under 
section 19 of such Act; 
(2) any agreement, contract, or transaction that 
is subject to the securities laws as— 
(A) a security-based swap; 
(B) a security futures product; or 
(C) an option on or based on the value of 
a security; or 
(3) the activities of any person with respect to 
any such agreement, contract, or transaction. 
(b) PROHIBITIONS ON SPOT DIGITAL COMMODITY EN-
TITIES.—Nothing in this Act authorizes, or shall be inter-
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preted to authorize, a digital commodity exchange, digital 
commodity broker, or digital commodity dealer to engage 
in any activities involving any transaction, contract, or 
agreement described in subsection (a)(1), solely by virtue 
of being registered as a digital commodity exchange, digital 
commodity broker, or digital commodity dealer. 
(c) DEFINITIONS.—In this section, each term shall 
have the meaning provided in the Commodity Exchange Act 
or the regulations prescribed under such Act. 
SEC. 108. ADMINISTRATIVE REQUIREMENTS. 
Section 4c(a) of the Commodity Exchange Act (7 
U.S.C. 6c(a)) is amended— 
(1) in paragraph (3)— 
(A) in subparagraph (B), by striking ‘‘or’’ 
at the end; 
(B) in subparagraph (C), by striking the 
period and inserting ‘‘; or’’; and 
(C) by adding at the end the following: 
‘‘(D) a contract of sale of a digital com-
modity.’’; 
(2) in paragraph (4)— 
(A) in subparagraph (A)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
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(ii) in clause (iii), by striking the pe-
riod and inserting ‘‘; or’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(iv) a contract of sale of a digital 
commodity.’’; 
(B) in subparagraph (B)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) in clause (iii), by striking the pe-
riod and inserting ‘‘; or’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(iv) a contract of sale of a digital 
commodity.’’; and 
(C) in subparagraph (C)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) by striking ‘‘(iii) a swap, provided 
however,’’ and inserting the following: 
‘‘(iii) a swap; or 
‘‘(iv) a contract of sale of a digital 
commodity, 
provided, however,’’; and 
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(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 Ex-
change Commission, as appropriate— 
(1) shall consult and coordinate with foreign reg-
ulatory authorities on the application of consistent 
international standards with respect to the regulation 
of digital assets; and 
(2) may enter into such information-sharing ar-
rangements as may be deemed to be necessary or ap-
propriate in the public interest or for the protection 
of investors, customers, and users of digital assets. 
SEC. 110. 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, dig-
ital commodity dealer,’’ after ‘‘futures commission 
merchant,’’; and 
(2) by inserting before the period the following: 
‘‘and any digital commodity exchange registered, or 
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required to register, under the Commodity Exchange 
Act which permits direct customer access’’. 
(b) GAO STUDY.— 
(1) IN GENERAL.—The Comptroller General of 
the United States, in consultation with the Secretary 
of the Treasury, shall conduct a study to— 
(A) assess the risks posed by centralized 
intermediaries that are primarily located in for-
eign jurisdictions that provide services to U.S. 
persons without regulatory requirements that are 
substantially similar to the requirements of the 
Bank Secrecy Act; and 
(B) provide any regulatory or legislative 
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 report to Congress containing all find-
ings and determinations made in carrying out the 
study required under paragraph (1). 
SEC. 111. IMPLEMENTATION. 
(a) GLOBAL RULEMAKING TIMEFRAME.—Unless other-
wise provided in this Act or an amendment made by this 
Act, the Commodity Futures Trading Commission and the 
Securities and Exchange Commission, or both, shall indi-
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vidually, and jointly where required, promulgate rules and 
regulations required of each Commission under this Act or 
an amendment made by this Act not later than 360 days 
after the date of enactment of this Act. 
(b) RULES AND REGISTRATION BEFORE FINAL EFFEC-
TIVE DATES.— 
(1) IN GENERAL.—In order to prepare for the 
implementation of this Act, the Commodity Futures 
Trading Commission and the Securities and Ex-
change Commission may, before any effective date 
provided in this Act— 
(A) promulgate rules, regulations, or orders 
permitted or required by this Act; 
(B) conduct studies and prepare reports 
and recommendations required by this Act; 
(C) register persons under this Act; and 
(D) exempt persons, agreements, contracts, 
or transactions from provisions of this Act, 
under the terms contained in this Act. 
(2) LIMITATION ON EFFECTIVENESS.—An action 
by the Commodity Futures Trading Commission or 
the Securities and Exchange Commission under para-
graph (1) shall not become effective before the effective 
date otherwise applicable to the action under this Act. 
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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 Se-
curities Act of 1933 (15 U.S.C. 77b(a)), as amended by sec-
tion 101, is further amended— 
(1) in paragraph (1), by adding at the end the 
following: ‘‘The term ‘investment contract’ does not 
include an investment contract asset.’’; and 
(2) by adding at the end the following: 
‘‘(36) The term ‘investment contract asset’ means 
a digital commodity— 
‘‘(A) that can be exclusively possessed and 
transferred, person to person, without necessary 
reliance on an intermediary, and is recorded on 
a blockchain; and 
‘‘(B) sold or otherwise transferred, or in-
tended to be sold or otherwise transferred, pursu-
ant to an investment contract.’’. 
(b) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(a)(18) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–2(a)(18)) is amended by adding at the end the 
following: ‘‘The term ‘investment contract’ does not include 
an investment contract asset (as such term is defined under 
section 2(a) of the Securities Act of 1933).’’. 
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(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 fol-
lowing: ‘‘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).’’. 
(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 invest-
ment contract asset (as such term is defined under section 
2(a) of the Securities Act of 1933).’’. 
(e) SECURITIES
INVESTOR
PROTECTION
ACT
OF 
1970.—Section 16(14) of the Securities Investor 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 fol-
lowing: 
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‘‘(8) the offer or sale of an investment contract 
involving units of a digital commodity by its digital 
commodity issuer (including all entities controlled by 
or under common control with the issuer), if— 
‘‘(A) the blockchain system to which the dig-
ital commodity relates, together with the digital 
commodity, is certified as a mature blockchain 
system under section 42 of the Securities Ex-
change Act of 1934 or the issuer intends for the 
blockchain system to which the digital com-
modity relates to be a mature blockchain system 
by the later of— 
‘‘(i) the date that is four years after 
the first sale of the investment contract in-
volving such digital commodity; or 
‘‘(ii) the date that is four years after 
the effective date of this paragraph; 
‘‘(B) the sum of all cash and other consider-
ation to be received by the digital commodity 
issuer in reliance on the exemption provided 
under this paragraph, during the 12-month pe-
riod preceding the date of such offering, includ-
ing the amount received in such offering, is not 
more than $75,000,000 (as such amount is annu-
ally adjusted by the Commission to reflect the 
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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 involve the 
offer or sale of an investment contract involving 
units of a digital commodity by its digital com-
modity issuer that— 
‘‘(i) is not organized under the laws of 
a State, a territory of the United States, or 
the District of Columbia; 
‘‘(ii) is a development stage company 
that either— 
‘‘(I) has no specific business plan 
or purpose; or 
‘‘(II) has indicated that the busi-
ness plan of the company is to merge 
with or acquire an unidentified com-
pany; 
‘‘(iii) is an investment company, as 
defined in section 3 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–3), or is 
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excluded from the definition of investment 
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 undivided 
interests in oil or gas rights, or a similar 
interest in other mineral rights; 
‘‘(v) is, or has been, subject to any 
order of the Commission entered pursuant 
to section 12(j) of the Securities Exchange 
Act of 1934 during the 5-year period before 
the filing of the offering statement; or 
‘‘(vi) is disqualified pursuant to sec-
tion 230.262 of title 17, Code of Federal 
Regulations; and 
‘‘(E) the issuer meets the requirements of 
section 4B(b).’’; and 
(2) by inserting after section 4A the following: 
‘‘SEC. 4B. REQUIREMENTS WITH RESPECT TO CERTAIN DIG-
ITAL COMMODITY TRANSACTIONS. 
‘‘(a) COMMISSION JURISDICTION.—For the purposes of 
this section: 
‘‘(1) The Commission shall have jurisdiction and 
enforcement authority with respect to disclosures de-
scribed in this section. 
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‘‘(2) Section 17 shall apply to a statement made 
in an offering statement, disclosure, or report filed 
under this section to the same extent as such section 
17 applies to a statement made in any other offering 
statement, disclosure, or report filed under this Act. 
‘‘(b) 
REQUIREMENTS
FOR
DIGITAL
COMMODITY 
ISSUERS.— 
‘‘(1) TERMS AND CONDITIONS.—A digital com-
modity issuer offering or selling an investment con-
tract involving units of a digital commodity in reli-
ance on section 4(a)(8) shall file with the Commission 
an offering statement and any related documents, in 
such form and with such content as prescribed by the 
Commission, including financial information, a de-
scription of the issuer and the operations of the 
issuer, the financial condition of the issuer, a descrip-
tion of the plan of distribution of any unit of a dig-
ital commodity that is to be offered as well as the in-
tended use of the offering proceeds, and a description 
of the development plan for the blockchain system, 
and the related digital commodity, to become a ma-
ture 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 paragraph (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 com-
modity relates has been certified as a mature 
blockchain system pursuant to section 42 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) and, where such blockchain system is not 
so certified, a statement of the digital commodity 
issuer’s intent for the blockchain system to which 
the digital commodity relates to be a mature 
blockchain system within the time period de-
scribed in section 4(a)(8)(A). 
‘‘(B) SOURCE CODE.—The source code, or a 
publicly accessible webpage displaying such 
source code, for any blockchain system to which 
the digital commodity relates, and whether the 
source code was sourced from an external third 
party, whether there are any existing external 
dependencies, and whether the code underwent a 
third-party security audit. 
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‘‘(C) TRANSACTION
HISTORY.—A descrip-
tion of the steps necessary to independently ac-
cess, search, and verify the transaction history of 
any blockchain system to which the digital com-
modity relates, to the extent any such inde-
pendent access, search, and verification activities 
are technically feasible with respect to such 
blockchain system. 
‘‘(D) DIGITAL COMMODITY ECONOMICS.—A 
description of the purpose of any blockchain sys-
tem to which the digital commodity relates and 
the operation of any such blockchain system, in-
cluding— 
‘‘(i) information explaining the launch 
and supply process, including the number of 
units of the digital commodity to be issued 
in an initial allocation, the total number of 
units of the digital commodity to be created, 
the release schedule for the units of the dig-
ital commodity, and the total number of 
units of the digital commodity outstanding; 
‘‘(ii) information explaining the tech-
nical requirements for holding, accessing, 
and transferring the digital commodity; 
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‘‘(iii) information on any applicable 
consensus mechanism or process for vali-
dating transactions, method of generating 
or mining digital commodities, and any 
process for burning or destroying units of 
the digital commodity on the blockchain 
system; 
‘‘(iv) an explanation of any mecha-
nism for driving value to the digital com-
modity of such blockchain system; and 
‘‘(v) an explanation of governance 
mechanisms for implementing changes to 
the blockchain system or forming consensus 
among holders of units of such digital com-
modity. 
‘‘(E) PLAN OF DEVELOPMENT.—The current 
state and timeline for the development of any 
blockchain system to which the digital com-
modity relates, detailing how and when the 
blockchain system is intended to be a mature 
blockchain system, if the blockchain system is not 
yet certified as a mature blockchain system, and 
the various roles that exist or are intended to 
exist in connection with the blockchain system, 
such as users, service providers, developers, 
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transaction validators, and governance partici-
pants, including a discussion of any mechanisms 
by which control or authority are exerted with 
respect to the blockchain system or its related 
digital commodity, and any critical operational 
dependencies of the blockchain system or its re-
lated digital commodity. 
‘‘(F) OWNERSHIP DISCLOSURES.— 
‘‘(i) IN GENERAL.—A list of all persons 
who are digital commodity related persons 
or digital commodity affiliated persons who 
have been issued a unit of the digital com-
modity by the digital commodity issuer or 
have a right to a unit of the digital com-
modity from the digital commodity issuer. 
‘‘(ii) CONFIDENTIALITY.—The Commis-
sion shall keep each list described under 
clause (i) confidential, consistent with what 
is necessary or appropriate in the public 
interest or for the protection of investors. 
‘‘(G) RISK
FACTOR
DISCLOSURES.—A de-
scription of the material risks surrounding own-
ership of a unit of a digital commodity. 
‘‘(3) ONGOING DISCLOSURE REQUIREMENTS FOR 
MATURING BLOCKCHAIN SYSTEMS.—Subject to para-
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graph (5), the issuer of a digital commodity related 
to a blockchain system that is not yet certified as a 
mature blockchain system that has filed a statement 
under paragraph (1) to offer and sell an investment 
contract involving a unit of a digital commodity in 
reliance on section 4(a)(8) shall file the following with 
the Commission: 
‘‘(A) 
SEMIANNUAL
REPORTS.—Every 
months, a report containing— 
‘‘(i) an updated description of the cur-
rent state and timeline for the development 
of the blockchain system to which the digital 
commodity relates, showing how and when 
the blockchain is intended to be a mature 
blockchain system; 
‘‘(ii) a description of the efforts of the 
issuer and digital commodity related per-
sons in developing the blockchain system to 
which the digital commodity relates; and 
‘‘(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. 
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‘‘(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 practicable after the material 
change occurred, in accordance with such rules 
as the Commission may prescribe as necessary or 
appropriate in the public interest or for the pro-
tection of investors. 
‘‘(4) RULEMAKING.—Not later than 360 days 
after the date of the enactment of this section, the 
Commission shall prescribe rules on requirements ap-
plicable to issuers of digital commodities in reliance 
on section 4(a)(8). 
‘‘(5) TERMINATION OF CERTAIN REPORTING RE-
QUIREMENTS; POST-MATURITY REPORTING REQUIRE-
MENTS.— 
‘‘(A) IN GENERAL.—The ongoing reporting 
requirements under paragraph (3) shall not 
apply to a digital commodity issuer 180 days 
after the end of the covered fiscal year, if the in-
formation with respect to the digital commodity 
and the blockchain system to which it relates de-
scribed in subparagraphs (A) through (C) of 
paragraph (2) is made publicly available and 
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the disclosure requirements under subparagraph 
(C) of this paragraph are satisfied. 
‘‘(B) COVERED FISCAL YEAR DEFINED.—In 
this paragraph, the term ‘covered fiscal year’ 
means, with respect to a digital commodity, the 
first fiscal year of a digital commodity issuer in 
which the blockchain system to which such dig-
ital commodity relates is certified as a mature 
blockchain system under section 42 of the Securi-
ties Exchange Act of 1934. 
‘‘(C) POST-MATURITY REPORTING REQUIRE-
MENTS.—After the blockchain system to which a 
digital commodity relates is certified as a ma-
ture 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 invest-
ment contract involving a unit of a digital com-
modity in reliance on section 4(a)(8) and is en-
gaged in material ongoing efforts related to the 
mature blockchain system shall disclose, in a 
manner reasonably calculated to inform the pub-
lic, and at such frequency as the Commission 
may prescribe, by rule, a description of such ef-
forts, including— 
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‘‘(i) any participation in a decentral-
ized governance system of such blockchain 
system; 
‘‘(ii) any participation in alterations 
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(d) of the CLARITY Act of 2025 in such 
efforts; 
‘‘(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 
‘‘(v) any affiliations of such issuer ma-
terial to the efforts of such issuer. 
‘‘(D) RULE OF CONSTRUCTION.—Nothing in 
subparagraph (C) may be construed to make any 
digital commodity described in such subpara-
graph a security. 
‘‘(c) REQUIREMENTS FOR INTERMEDIARIES.—A per-
son acting as an intermediary in connection with the offer 
or sale of an investment contract involving units of a dig-
ital commodity in reliance on section 4(a)(8) shall— 
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‘‘(1) register with the Commission as a broker or 
dealer; and 
‘‘(2) be a member of a national securities asso-
ciation registered under section 15A of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o–3). 
‘‘(d) DISQUALIFICATION PROVISIONS.—The Commis-
sion shall issue rules to apply the disqualification provi-
sions under section 230.262 of title 17, Code of Federal Reg-
ulations, to the exemption provided under section 4(a)(8). 
‘‘(e) FAILURE TO MATURE.— 
‘‘(1) IN
GENERAL.—Not later than 270 days 
after the date of the enactment of this section, the 
Commission shall issue rules applying such addi-
tional obligations 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 become 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 protection of investors. Such obligations 
and disclosures shall include the following: 
‘‘(A) DISCLOSURES.—Disclosures regarding 
the following: 
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‘‘(i) FAILURE TO MATURE.—The mate-
rial reasons that the blockchain system has 
not become a mature blockchain system 
within the time period described in section 
4(a)(8)(A). 
‘‘(ii) DEVELOPMENT PLANS.—The fu-
ture plans of development of the blockchain 
system, 
including 
information 
required 
under subsection (b)(3). 
‘‘(iii) RISK
FACTOR
DISCLOSURES.— 
The material risks surrounding ownership 
of a unit of a digital commodity that relates 
to a blockchain system described under sub-
section (b)(1) that has not become a mature 
blockchain system within the time period 
described 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 persons of such 
blockchain system. 
‘‘(2) QUALIFICATION REQUIRED.—The Commis-
sion may not permit any additional raising of cap-
ital by the issuer of a digital commodity related to a 
blockchain system described under subsection (a)(1) 
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that has not become a mature blockchain system with-
in the time period described in section 4(a)(8)(A) un-
less the Commission has qualified any offering state-
ment related to such additional raising of capital.’’. 
(b) ADDITIONAL EXEMPTIONS.— 
(1) CERTAIN
REGISTRATION
REQUIREMENTS.— 
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 REGULATION.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
(A) in section (B), by striking ‘‘section 
4(4)’’ and inserting ‘‘section 4(a)(4)’’; 
(B) in section (C), by striking ‘‘section 
4(6)’’ and inserting ‘‘section 4(a)(6)’’; 
(C) in subparagraph (F)— 
(i) by striking ‘‘section 4(2)’’ each 
place such term appears and inserting ‘‘sec-
tion 4(a)(2)’’; and 
(ii) by striking ‘‘or’’ at the end; 
(D) in subparagraph (G), by striking the 
period and inserting ‘‘; or’’; and 
(E) by adding at the end the following: 
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‘‘(H) section 4(a)(8).’’. 
(c) PRIOR ISSUERS.— 
(1) REPORTING EXCEPTION.—With respect to a 
digital commodity, the digital commodity issuer shall 
not be required to file the reports otherwise required 
under section 4B(b)(3) of the Securities Act of 1933 
(or, with respect to a digital commodity not issued in 
reliance on section 4(a)(8) of the Securities Act of 
1933, a comparable set of reports specified by the Se-
curities and Exchange Commission), if the digital 
commodity issuer— 
(A) last offered or sold an investment con-
tract involving a unit of the digital commodity 
prior to January 1, 2020; or 
(B) both— 
(i) last offered or sold an investment 
contract involving a unit of the digital com-
modity between January 1, 2020, and June 
1, 2025; and 
(ii) is no longer engaged in material 
ongoing efforts related to the blockchain sys-
tem to which the digital commodity relates. 
(2) REPORTING APPLICATION DATE FOR CERTAIN 
PRIOR
ISSUERS.—With respect to a digital com-
modity, if the digital commodity issuer is engaged in 
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material ongoing efforts related to the blockchain sys-
tem to which the digital commodity relates and last 
offered and sold an investment contract involving a 
unit of the digital commodity between January 1, 
2020, and June 1, 2025, the digital commodity issuer 
shall file with the Commission a comparable set of re-
ports to the reports described under, as applicable, 
section 4B(b)(3) or 4B(b)(5)(C) of the Securities Act 
of 1933, where required by the Commission, not later 
than one year after the effective date of this section. 
(d) USE OF OTHER EXEMPTIONS.— 
(1) RULE OF CONSTRUCTION.—Nothing in this 
section or the amendments made by this section may 
be construed as prohibiting the offer or sale of an in-
vestment contract involving units of a digital com-
modity in reliance on an exemption 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 
Securities Act of 1933. 
(2) RULEMAKING.—The Securities and Exchange 
Commission may issue rules— 
(A) to permit the issuer of a digital com-
modity related to a blockchain system described 
under section 4B(b)(1) of the Securities Act of 
1933 that has not become a mature blockchain 
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system within the time period described in sec-
tion 4(a)(8)(A) of such Act to raise capital pur-
suant to an exempt offering, if the Commission 
qualifies any offering statement related to such 
raising of capital; and 
(B) for the offer and sale of investment con-
tracts involving units of a digital commodity by 
issuers that are not organized under the laws of 
a State, a territory of the United States, or the 
District of Columbia. 
SEC. 203. TREATMENT OF SECONDARY TRANSACTIONS IN 
DIGITAL COMMODITIES THAT ORIGINALLY IN-
VOLVED INVESTMENT CONTRACTS. 
(a) SECONDARY
MARKET
TREATMENT.—Notwith-
standing any other provision of law, the offer or sale of a 
digital commodity that originally involved an investment 
contract by a person other than the issuer of such digital 
commodity, or an agent or underwriter thereof, shall be 
deemed not to be an offer or sale of the investment contract 
originally involving the digital commodity between the 
issuer of the investment contract involving the digital com-
modity, or an agent or underwriter thereof, and the pur-
chaser of such digital commodity under— 
(1) the Securities Act of 1933 (15 U.S.C. 77a et 
seq.); 
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(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 distribution does not 
involve the offer or sale of a security. 
(c) AGENT DEFINED.—In this section and with respect 
to a digital commodity issuer, the term ‘‘agent’’ means any 
person directly or 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 following: 
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‘‘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 person or a digital com-
modity related person to offer or sell a digital commodity 
acquired directly from its issuer, or an agent or underwriter 
thereof, pursuant to an investment contract in reliance on 
section 4(a)(8) or another exemption under this Act, other 
than as provided in this section. 
‘‘(b) COMMISSION JURISDICTION.— 
‘‘(1) Where a digital commodity affiliated person 
or a digital commodity related person offers or sells 
a digital commodity acquired directly from its issuer, 
or an agent or underwriter thereof, pursuant to an 
investment contract in reliance on section 4(a)(8), or 
another exemption under this Act, other than as pro-
vided in this section, such digital commodity affili-
ated person or digital commodity related person shall 
be considered an issuer of such investment contract. 
‘‘(2) For the purposes of this section, the Com-
mission shall have jurisdiction and enforcement au-
thority with respect to an offer or sale of a digital 
commodity described in subsection (a). 
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‘‘(c) RESTRICTIONS ON DIGITAL COMMODITY RELATED 
PERSONS
AND DIGITAL COMMODITY AFFILIATED PER-
SONS.— 
‘‘(1) PRIOR TO BEING A MATURE BLOCKCHAIN 
SYSTEM.—Prior to the blockchain system to which a 
digital commodity relates being certified as a mature 
blockchain system under section 42 of the Securities 
Exchange Act of 1934, units of the digital commodity 
acquired by a digital commodity related person or 
digital commodity affiliated person directly from its 
issuer, or an agent or underwriter thereof, pursuant 
to an investment contract in reliance on section 
4(a)(8), or another exemption under this Act, may be 
offered or sold by such digital commodity related per-
son or digital commodity affiliated person if— 
‘‘(A) reports with respect to such digital 
commodity, 
where 
required 
under 
section 
4B(b)(3) (or, with respect to a digital commodity 
not issued in reliance on section 4(a)(8), a com-
parable set of reports where required by the Com-
mission) have been filed with the Commission; 
‘‘(B) the digital commodity related person 
or digital commodity affiliated person has held 
the units for not less than 12 months from the 
date the units were delivered; and 
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‘‘(C) the aggregate amount of the units of 
the digital commodity offered or sold by the dig-
ital commodity related person or digital com-
modity affiliated person is— 
‘‘(i) in any 12-month period, not 
greater than 15 percent of the total units of 
the digital commodity acquired directly 
from its issuer by the digital commodity re-
lated person or digital commodity affiliated 
person; and 
‘‘(ii) not greater than 50 percent of the 
total units of the digital commodity ac-
quired directly from its issuer by the digital 
commodity related person or digital com-
modity affiliated person. 
‘‘(2) AFTER BECOMING A MATURE BLOCKCHAIN 
SYSTEM.—After the blockchain system to which a dig-
ital commodity relates is certified as a mature 
blockchain system under section 42 of the Securities 
Exchange Act of 1934, units of the digital commodity 
acquired by a digital commodity related person or 
digital commodity affiliated person directly from its 
issuer, or the issuer’s agent or underwriter, pursuant 
to an investment contract in reliance on section 
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son in any 12-month period does not exceed 
the greater of— 
‘‘(I) 8 percent of the total out-
standing amount of the digital com-
modity; or 
‘‘(II) 25 percent of the total units 
of the digital commodity acquired di-
rectly from its issuer by the digital 
commodity affiliated person. 
‘‘(d) USE OF A DIGITAL COMMODITY IN THE PRO-
GRAMMATIC FUNCTIONING OF THE BLOCKCHAIN SYSTEM.— 
For purposes of this section, the use of a digital commodity 
in the programmatic functioning of the blockchain system 
to which it relates is not an offer or sale of a digital com-
modity. 
‘‘(e) MANIPULATIVE AND DECEPTIVE DEVICES; RE-
PORTING.— 
‘‘(1) IN GENERAL.—It shall be unlawful for any 
digital commodity issuer, digital commodity related 
person, or digital commodity affiliated person, di-
rectly or indirectly, by the use of any means or in-
strumentality of interstate commerce or of the mails, 
to use or employ, in connection with the purchase or 
sale of any digital commodity, any manipulative or 
deceptive device or contrivance in contravention of 
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such rules and regulations as the Commission may 
prescribe as necessary or appropriate in the public 
interest or for the protection of investors. 
‘‘(2) AFFIRMATIVE
DEFENSE.—Not later than 
270 days after the date of the enactment of this sec-
tion, the Commission shall issue rules to implement 
paragraph (1), including by providing any affirma-
tive defenses to an enforcement action thereunder as 
the Commission may prescribe as necessary or appro-
priate in the public interest or for the protection of 
investors. 
‘‘(3) REPORTING.—Not later than 270 days after 
the date of the enactment of this section, the Commis-
sion shall issue rules to prescribe such transaction re-
porting and beneficial ownership disclosure obliga-
tions applicable to digital commodity related persons 
and digital commodity affiliated persons, as necessary 
or appropriate in the public interest or for the protec-
tion of investors. 
‘‘(4) DIFFERENTIATION BETWEEN PERSONS.—In 
issuing rules required under paragraphs (2) and (3), 
the Commission shall differentiate between digital 
commodity related persons and digital commodity af-
filiated persons as necessary or appropriate in the 
public interest or for the protection of investors. 
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‘‘(f) RULES FOR PREVIOUSLY-ISSUED DIGITAL COM-
MODITIES.— 
‘‘(1) UNITS
RECEIVED
PRIOR
TO
JANUARY
1, 
2020.—If a unit of a digital commodity was received 
by a digital commodity related person or digital com-
modity affiliated person prior to January 1, 2020, 
the unit of the digital commodity may be offered or 
sold by the digital commodity related person or dig-
ital commodity affiliated person without condition. 
‘‘(2) CERTAIN
UNITS
RELATED
TO
A
NON-MA-
TURE BLOCKCHAIN SYSTEM.—If a unit of a digital 
commodity was received by a digital commodity re-
lated person or digital commodity affiliated person 
between January 1, 2020, and June 1, 2025, and the 
blockchain system to which the digital commodity re-
lates is not certified as a mature blockchain system 
under section 42 of the Securities Exchange Act of 
1934, the unit of the digital asset may be offered or 
sold by a digital commodity related person or digital 
commodity affiliated person if— 
‘‘(A) reports with respect to such digital 
commodity comparable to the reports described 
under section 4B(b)(3), where required by the 
Commission, have been filed with the Commis-
sion; 
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‘‘(B) the digital commodity related person 
or digital commodity affiliated person meets any 
requirements pursuant to subsection (e)(3); and 
‘‘(C) the digital commodity related person 
or digital commodity affiliated person has held 
the units for not less than 12 months from the 
date the units were delivered. 
‘‘(3) CERTAIN
UNITS
RELATED
TO
A
MATURE 
BLOCKCHAIN SYSTEM.—If a unit of a digital com-
modity was received by a digital commodity related 
person or digital commodity affiliated person between 
January 1, 2020, and June 1, 2025, and the 
blockchain system to which the digital commodity re-
lates is certified as a mature blockchain system under 
section 42 of the Securities Exchange Act of 1934, it 
may be offered or sold by a digital commodity related 
person or digital commodity affiliated person if— 
‘‘(A) 
information 
described 
in 
section 
4B(b)(5)(C) or comparable thereto, where re-
quired by the Commission, is publicly available; 
and 
‘‘(B) the digital commodity related person 
or digital commodity affiliated person has held 
the units for not less than 12 months from the 
date the units were delivered. 
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‘‘(g) RULEMAKING ON FURTHER USAGE OF DIGITAL 
COMMODITIES.—Not later than 270 days after the date of 
enactment of this section, the Commission may issue rules 
to exempt, unconditionally or on stated terms or conditions, 
a digital commodity related person or a digital commodity 
affiliated person from the requirements of this section for 
the offer or sale of a digital commodity in order to foster 
the development of mature blockchain systems and fair and 
orderly markets.’’. 
SEC. 205. MATURE BLOCKCHAIN SYSTEM REQUIREMENTS. 
Title I of the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by adding at the end the 
following: 
‘‘SEC. 42. MATURE BLOCKCHAIN SYSTEMS. 
‘‘(a) CERTIFICATION OF BLOCKCHAIN SYSTEMS.— 
‘‘(1) CERTIFICATION.—For purposes of sections 
4(a)(8), 4B, and 4C of the Securities Act of 1933 any 
digital commodity issuer, digital commodity related 
person, digital commodity affiliated person, or decen-
tralized governance system of the blockchain system 
may certify to the Securities and Exchange Commis-
sion that the blockchain system to which a digital 
commodity relates is a mature blockchain system. 
‘‘(2) FILING REQUIREMENTS.—A certification de-
scribed under paragraph (1) shall be filed with the 
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Commission, and include such information that is 
reasonably necessary to establish that the blockchain 
system is not controlled by any person or group of 
persons under common control, which may include 
information regarding— 
‘‘(A) the operation of the blockchain system; 
‘‘(B) the functionality of the related digital 
commodity; 
‘‘(C) how the market value of the digital 
commodity is substantially derived from the pro-
grammatic functioning of such blockchain sys-
tem; 
‘‘(D) any decentralized governance system 
which relates to the blockchain system; and 
‘‘(E) the current roles, if any, of the digital 
commodity issuer, digital commodity affiliated 
persons, and digital commodity related persons 
where such roles are material to the development 
or operation of such blockchain system or the de-
centralized governance system of such blockchain 
system. 
‘‘(3) REBUTTABLE PRESUMPTION.—The Commis-
sion may rebut a certification described under para-
graph (1) with respect to a blockchain system if the 
Commission, within 60 days of receiving such certifi-
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cation, determines that the blockchain system is not 
a mature blockchain system. 
‘‘(4) CERTIFICATION REVIEW.— 
‘‘(A) IN GENERAL.—Any blockchain system 
that relates to a digital commodity for which a 
certification has been made under paragraph (1) 
shall be considered a mature blockchain system 
60 days after the date on which the Commission 
receives a certification under paragraph (1), un-
less the Commission notifies the person who 
made the certification within such time that the 
Commission is staying the certification due to— 
‘‘(i) an inadequate explanation by the 
person making the certification; or 
‘‘(ii) any novel or complex issues which 
require additional time to consider. 
‘‘(B) PUBLIC
NOTICE.—The Commission 
shall make the following available to the public 
and provide a copy to the Commodity Futures 
Trading Commission: 
‘‘(i) Each certification received under 
paragraph (1). 
‘‘(ii) Each stay of the Commission 
under this subsection, and the reasons there-
for. 
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‘‘(iii) Any response from a person 
making a certification under paragraph (1) 
to a stay of the certification by the Commis-
sion. 
‘‘(C) 
CONSOLIDATION.—The 
Commission 
may consolidate and treat as one submission 
multiple certifications made under paragraph 
(1) for the same blockchain system which relates 
to a digital commodity which are received dur-
ing the review period provided under this para-
graph. 
‘‘(5) STAY OF CERTIFICATION.— 
‘‘(A) IN GENERAL.—A notification by the 
Commission pursuant to paragraph (4)(A) shall 
stay the certification once for up to an addi-
tional 120 days from the date of the notification. 
‘‘(B) PUBLIC COMMENT PERIOD.—Before the 
end of the 60-day period described under para-
graph (4)(A), the Commission may begin a pub-
lic comment period of at least 30 days in con-
junction with a stay under this subsection. 
‘‘(6) DISPOSITION OF CERTIFICATION.—A certifi-
cation made under paragraph (1) shall— 
‘‘(A) become effective— 
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‘‘(i) upon the publication of a notifica-
tion from the Commission to the person who 
made the certification that the Commission 
does not object to the certification; or 
‘‘(ii) at the expiration of the certifi-
cation review period; and 
‘‘(B) not become effective upon the publica-
tion of a notification from the Commission to the 
person who made the certification that the Com-
mission has rebutted the certification. 
‘‘(7) RECERTIFICATION.—With respect to a 
blockchain system for which a certification has been 
rebutted under this subsection, no person may make 
a certification under paragraph (1) with respect to 
such blockchain system during the 90-day period be-
ginning on the date of such rebuttal. 
‘‘(8) APPEAL OF REBUTTAL.— 
‘‘(A) IN GENERAL.—If a certification is re-
butted under this section, the person making 
such certification may appeal the decision to the 
United States Court of Appeals for the District 
of Columbia, not later than 60 days after the no-
tice of rebuttal is made. 
‘‘(B) REVIEW.—In an appeal under sub-
paragraph (A), the court shall have de novo re-
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view of the determination to rebut the certifi-
cation. 
‘‘(b) MATURITY CRITERIA.— 
‘‘(1) SENSE OF CONGRESS.—It is the sense of the 
Congress that protecting investors, maintaining fair, 
orderly, and efficient markets, and facilitating capital 
formation necessitates establishing clear criteria for 
blockchain systems to be deemed mature, as well as 
enabling the Commission to develop, without preju-
dice to any such criteria codified in statute, alter-
native criteria by which blockchain systems may be 
considered not to be controlled by any person or 
group of persons under common control in order to 
accommodate changes in markets and technology. 
‘‘(2) IN GENERAL.—The Commission may issue 
rules identifying conditions by which a blockchain 
system, together with its related digital commodity, 
shall be considered a mature blockchain system, con-
sistent with the protection of investors, maintenance 
of fair, orderly, and efficient markets, and the facili-
tation of capital formation. 
‘‘(3) RULES OF CONSTRUCTION.— 
‘‘(A) Nothing in this subsection may be con-
strued to permit the Commission to impose addi-
tional criteria to the criteria in subsection (c) for 
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certifying that a blockchain system is a mature 
blockchain system pursuant to subsection (c). 
‘‘(B) Nothing in this subsection or sub-
section (c) may be construed to limit the Com-
mission’s ability to identify alternative condi-
tions and criteria by which a blockchain system 
may be considered a mature blockchain system. 
‘‘(c) DEEMED MATURE.— 
‘‘(1) IN GENERAL.—Notwithstanding subsection 
(b), for the purposes of subsection (a), a digital com-
modity issuer, digital commodity related person, dig-
ital commodity affiliated person, or decentralized gov-
ernance system of the blockchain system may establish 
that a blockchain system, together with its related 
digital commodity, is not controlled by any person or 
group of persons under common control, if the 
blockchain system, together with its related digital 
asset, meets the requirements described in paragraph 
(2) or (3). 
‘‘(2) CRITERIA FOR ANY BLOCKCHAIN SYSTEM.— 
The requirements described in this paragraph are the 
following: 
‘‘(A) SYSTEM VALUE.— 
‘‘(i) MARKET
VALUE.—The digital 
commodity has a value that is substantially 
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derived from the adoption, use, and func-
tioning of the blockchain system. 
‘‘(ii) DEVELOPMENT OF VALUE MECHA-
NISM SUBSTANTIALLY COMPLETED.—Where 
the digital commodity issuer has made pub-
lic a development plan describing how the 
digital commodity’s value is reasonably ex-
pected to be derived from the programmatic 
functioning of the blockchain system, the de-
velopment of such mechanisms has been sub-
stantially completed. 
‘‘(B) FUNCTIONAL SYSTEM.—The blockchain 
system allows network participants to engage in 
the activities the blockchain system is intended to 
provide, including— 
‘‘(i) using, transmitting, or storing 
value, or otherwise executing transactions, 
on the blockchain system; 
‘‘(ii) deploying, executing, or accessing 
software or services, or otherwise offering or 
participating in services, deployed on or in-
tegrated with the blockchain system; 
‘‘(iii) participating in the consensus 
mechanism, transaction validation process, 
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or decentralized governance system of the 
blockchain system; or 
‘‘(iv) 
operating 
any 
client, 
node, 
validator, sequencer, or other form of com-
putational infrastructure with respect to the 
blockchain system. 
‘‘(C) OPEN AND INTEROPERABLE SYSTEM.— 
The blockchain system— 
‘‘(i) is composed of source code that is 
open source; and 
‘‘(ii) does not restrict or prohibit based 
on the exercise of unilateral authority any 
person, other than a digital commodity 
issuer, digital commodity related person, or 
a digital commodity affiliated person from 
engaging in the activities the blockchain 
system is intended to provide, including the 
activities described in subparagraph (B). 
‘‘(D) 
PROGRAMMATIC
SYSTEM.—The 
blockchain system operates, executes, and enforces 
its operations and transactions based solely on 
pre-established, transparent rules encoded di-
rectly within the source code of the blockchain 
system. 
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‘‘(E) SYSTEM GOVERNANCE.—No person or 
group of persons under common control— 
‘‘(i) has the unilateral authority, di-
rectly or indirectly, through any contract, 
arrangement, understanding, relationship, 
or otherwise, to control or materially alter 
the functionality, operation, or rules of con-
sensus or agreement of the blockchain sys-
tem or its related digital commodity; or 
‘‘(ii) has the unilateral authority to di-
rect the voting, in the aggregate, of 20 per-
cent or more of the outstanding voting 
power of such blockchain system by means 
of a related digital commodity, nodes or 
validators, a decentralized governance sys-
tem, or otherwise, in a blockchain system 
which can be altered by a voting system. 
‘‘(F) IMPARTIAL
SYSTEM.—No person or 
group of persons under common control possesses 
a unique permission or privilege to alter the 
functionality, operation, or rules of consensus or 
agreement of the blockchain system or its related 
digital commodity, unless such alteration— 
‘‘(i) addresses errors, regular mainte-
nance, 
or 
cybersecurity 
risks 
of 
the 
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blockchain system that affect the pro-
grammatic functioning of the blockchain 
system; and 
‘‘(ii) is adopted through the consensus 
or agreement of a decentralized governance 
system. 
‘‘(G) DISTRIBUTED
OWNERSHIP.—No dig-
ital commodity issuer, digital commodity related 
person, or digital commodity affiliated person 
beneficially owns, in the aggregate, 20 percent or 
more of the total amount of units of the digital 
commodity. 
‘‘(3) OPTIONAL
CRITERIA
FOR
PREEXISTING 
BLOCKCHAIN SYSTEMS.—The requirements described 
in this paragraph are that the blockchain system— 
‘‘(A) was created prior to the date of enact-
ment of this section; 
‘‘(B) met the requirements of subparagraphs 
(A) through (F) of paragraph (2) prior to Janu-
ary 1, 2020; and 
‘‘(C) at least 50 percent of the units of the 
digital commodity related to the blockchain sys-
tem are held by persons other than the digital 
commodity issuer, a digital commodity related 
person, or a digital commodity affiliated person. 
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‘‘(d) DECENTRALIZED GOVERNANCE SYSTEM.— 
‘‘(1) For the purposes of this section, a decentral-
ized governance system is not a ‘person’ or a ‘group 
of persons under common control’. 
‘‘(2) A blockchain system, together with its dig-
ital commodity, shall not be precluded from being 
considered a mature blockchain system solely based on 
a functional, administrative, clerical, or ministerial 
action of a decentralized governance system, including 
any such action taken by a person acting on behalf 
of and at the direction of the decentralized governance 
system, as determined by the Commission and con-
sistent with the protection of investors, maintenance 
of fair, orderly, and efficient markets, and the facili-
tation of capital formation. 
‘‘(e) RULEMAKING.—Not more than 270 days after the 
date of enactment of this section, the Commission shall issue 
rules to carry out this section.’’. 
SEC. 206. EFFECTIVE DATE. 
Unless otherwise provided in this title, this title and 
the amendments made by this title shall take effect 360 days 
after the date of enactment of this Act, except that, to the 
extent a provision of this title requires a rulemaking, the 
provision shall take effect on the later of— 
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(1) 360 days after the date of enactment of this 
Act; or 
(2) 60 days after the publication in the Federal 
Register of the final rule implementing the provision. 
TITLE III—REGISTRATION FOR 
INTERMEDIARIES AT THE SE-
CURITIES 
AND 
EXCHANGE 
COMMISSION 
SEC. 301. TREATMENT OF DIGITAL COMMODITIES AND PER-
MITTED PAYMENT STABLECOINS. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(1) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)(1)) is amended 
by adding at the end the following: ‘‘The term does not in-
clude a digital commodity or permitted payment 
stablecoin.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(10) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended by adding at the end the following: ‘‘The 
term does not include a digital commodity or permitted 
payment stablecoin.’’ 
(c) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–2(a)) is amended— 
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(1) in paragraph (18), by adding at the end the 
following: ‘‘The term does not include a digital com-
modity or permitted payment stablecoin.’’; 
(2) by redesignating the second paragraph (29) 
(relating to commodity pools) as paragraph (31); and 
(3) by adding at the end, the following: 
‘‘(32) DIGITAL COMMODITY-RELATED TERMS.— 
The terms ‘digital commodity’ and ‘permitted pay-
ment stablecoin’ have the meaning given those terms, 
respectively, under section 2(a) of the Securities Act 
of 1933 (15 U.S.C. 77b(a)).’’. 
(d) INVESTMENT COMPANY ACT
OF 1940.—Section 
2(a) of the Investment Company Act of 1940 (15 U.S.C. 
80a–2) is amended— 
(1) in paragraph (36), by adding at the end the 
following: ‘‘The term does not include a digital com-
modity or permitted payment stablecoin.’’; and 
(2) by adding at the end, the following: 
‘‘(55) DIGITAL COMMODITY-RELATED TERMS.— 
The terms ‘digital commodity’ and ‘permitted pay-
ment stablecoin’ have the meaning given those terms, 
respectively, under section 2(a) of the Securities Act 
of 1933 (15 U.S.C. 77b(a)).’’. 
(e) SECURITIES
INVESTOR
PROTECTION
ACT
OF 
1970.—Section 16(14) of the Securities Investor Protection 
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Act of 1970 (15 U.S.C. 78lll(14)) is amended by adding 
at the end the following: ‘‘The term does not include a dig-
ital commodity or permitted payment stablecoin, as such 
terms are defined, respectively, under section 2(a) of the Se-
curities Act of 1933 (15 U.S.C. 77b(a))’’. 
SEC. 302. ANTI-FRAUD AUTHORITY OVER PERMITTED PAY-
MENT STABLECOINS AND CERTAIN DIGITAL 
COMMODITY TRANSACTIONS. 
(a) IN GENERAL.—Section 10 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78j) is amended— 
(1) by moving subsection (c) so as to appear 
after subsection (b); 
(2) by designating the undesignated matter at 
the end of that section as subsection (d); and 
(3) by adding at the end the following: 
‘‘(e)(1) Rules promulgated under subsection (b) that 
prohibit fraud, manipulation, or insider trading (but not 
rules imposing or specifying reporting or recordkeeping re-
quirements, procedures, or standards as prophylactic meas-
ures against fraud, manipulation, or insider trading), and 
judicial precedents decided under subsection (b) and rules 
promulgated thereunder that prohibit fraud, manipulation, 
or insider trading, shall apply with respect to permitted 
payment stablecoin and digital commodity transactions en-
gaged in by a broker or dealer or through an alternative 
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100 
trading system or, as applicable, a national securities ex-
change to the same extent as they apply to securities trans-
actions. 
‘‘(2) Judicial precedents decided under section 17(a) 
of the Securities Act of 1933 and sections 9, 15, 16, 20, 
and 21A of this title, and judicial precedents decided under 
applicable rules promulgated under such sections, shall 
apply to permitted payment stablecoins and digital com-
modities with respect to those circumstances in which the 
permitted payment stablecoins and digital commodities are 
brokered, traded, or custodied by a broker or dealer or 
through an alternative trading system or, as applicable, a 
national securities exchange to the same extent as they 
apply to securities.’’. 
(b) 
TREATMENT
OF
PERMITTED
PAYMENT 
STABLECOINS.—Title I of the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after 
section 6 the following: 
‘‘SEC. 6A. TREATMENT OF TRANSACTIONS IN PERMITTED 
PAYMENT STABLECOINS. 
‘‘(a) AUTHORITY TO BROKER, TRADE, AND CUSTODY 
PERMITTED PAYMENT STABLECOINS.—Permitted payment 
stablecoins may be brokered, traded, or custodied by a 
broker, dealer or through an alternative trading system or 
national securities exchange. 
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101 
‘‘(b) COMMISSION JURISDICTION.—The Commission 
shall only have jurisdiction over a transaction in a per-
mitted payment stablecoin with respect to those cir-
cumstances in which a permitted payment stablecoin is bro-
kered, traded, or custodied— 
‘‘(1) by a broker or dealer; 
‘‘(2) through a national securities exchange; or 
‘‘(3) through an alternative trading system. 
‘‘(c) LIMITATION.—Subsection (b) shall only apply to 
a transaction described in subsection (b) for the purposes 
of regulating the offer, execution, solicitation, or acceptance 
of a permitted payment stablecoin in those circumstances 
in which the permitted payment stablecoin is brokered, 
traded, or custodied— 
‘‘(1) by a broker or dealer; 
‘‘(2) through a national securities exchange; or 
‘‘(3) through an alternative trading system. 
‘‘(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion may be construed to prohibit permitted payment 
stablecoins from being custodied by any person or entity 
that is not a broker, dealer, alternative trading system, or 
national securities exchange.’’. 
SEC. 303. ELIGIBILITY OF ALTERNATIVE TRADING SYSTEMS. 
(a) IN GENERAL.—Section 5 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78e) is amended— 
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102 
(1) by striking ‘‘It’’ and inserting the following: 
‘‘(a) IN GENERAL.—It’’; 
(2) by adding at the end the following: 
‘‘(b) DIGITAL COMMODITY PROTECTIONS.— 
‘‘(1) IN GENERAL.—The Commission may not 
preclude a trading platform from operating pursuant 
to a covered exemption on the basis that the assets 
traded or to be traded on such platform include— 
‘‘(A) digital commodities or permitted pay-
ment stablecoins; and 
‘‘(B) securities. 
‘‘(2) COVERED EXEMPTION.—In this subsection, 
the term ‘covered exemption’ means an exemption— 
‘‘(A) described in subsection (a)(2); or 
‘‘(B) with respect to any other rule of the 
Commission relating to the definition of ‘ex-
change’.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(2)) is amended by adding at the end the following: 
‘‘An alternative trading system primarily facilitating the 
trading of digital commodities, permitted payment 
stablecoins, or both, is not a ‘facility’ of an exchange.’’. 
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103 
(c) RULE OF CONSTRUCTION.—Nothing in this section, 
the amendments made by this section, or section 304 may 
be construed to— 
(1) prohibit a national securities exchange from 
owning or operating any other type of alternative 
trading system; or 
(2) create a presumption that any other type of 
alternative trading system owned or operated by a 
national securities exchange is a facility of that ex-
change. 
SEC. 304. OPERATION OF ALTERNATIVE TRADING SYSTEMS. 
(a) COMMISSION AUTHORITY.—The Securities and Ex-
change Commission shall have jurisdiction over digital 
commodity activities and transactions engaged in by— 
(1) a registered broker or registered dealer ex-
empt from registration with the Commodity Futures 
Trading Commission pursuant to section 5k of the 
Commodity Exchange Act; and 
(2) a national securities exchange. 
(b) RULEMAKING AUTHORITY.—The Securities and 
Exchange Commission shall have authority to issue rules 
governing any digital commodity activities and trans-
actions engaged in by a broker, dealer, or national securi-
ties exchange registered with the Securities and Exchange 
Commission and exempt from registration with the Com-
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104 
modity Futures Trading Commission pursuant to section 
5k of the Commodity Exchange Act, consistent with this sec-
tion and what is necessary or appropriate in the public 
interest or for the protection of investors. 
(c) NATIONAL SECURITIES EXCHANGES.—Not later 
than 270 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall revise the 
covered regulations to permit a national securities exchange 
or affiliate thereof to operate an alternative trading system 
that permits the trading of digital commodities, permitted 
payment stablecoins, or both by registered brokers or reg-
istered dealers that are exempt from registration with the 
Commodity Futures Trading Commission pursuant section 
5k of the Commodity Exchange Act, consistent with this sec-
tion and what is necessary or appropriate in the public 
interest or for the protection of investors. 
(d) REGISTERED BROKERS AND REGISTERED DEAL-
ERS.—Not later than 270 days after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall revise the covered regulations to permit a registered 
broker or registered dealer that is exempt from registration 
with the Commodity Futures Trading Commission pursu-
ant to section 5k of the Commodity Exchange Act to operate 
an alternative trading system that permits the trading of 
digital commodities, permitted payment stablecoins, or 
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105 
both, consistent with this section and what is necessary or 
appropriate in the public interest or for the protection of 
investors. 
(e) PERMITTED TRADING.— 
(1) IN GENERAL.—An alternative trading system 
operated pursuant to this section and the regulations 
promulgated hereunder shall be permitted to trade 
upon notice to the Securities and Exchange Commis-
sion in a manner prescribed by the Securities and 
Exchange Commission any digital commodity that 
has been listed by a digital commodity exchange in 
compliance with section 5i(c)(3) of the Commodity 
Exchange Act. 
(2) 
COMMISSION
AUTHORITY.—Digital 
com-
modity transactions offered on an alternative trading 
system operating pursuant to this section shall be 
subject to the jurisdiction of the Securities and Ex-
change Commission. The Securities and Exchange 
Commission shall have authority to promulgate rules 
governing such digital commodity transactions of al-
ternative trading systems, consistent with this section 
and what is necessary or appropriate in the public 
interest or for the protection of investors. 
(3) SUSPENSION
OF
TRADING.—The Securities 
and Exchange Commission may suspend the trading 
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106 
of a digital commodity by an alternative trading sys-
tem operating pursuant to this section as is necessary 
or appropriate in the public interest and is consistent 
with the protection of investors. 
(f) ORDER DISPLAY AND EXECUTION REPORTING.— 
Not later than 270 days after the date of the enactment of 
this Act, the Securities and Exchange Commission shall 
issue and revise rules, as necessary or appropriate in the 
public interest or for the protection of investors, regarding 
whether alternative trading systems operating pursuant to 
subsections (c) and (d) have an obligation to provide the 
prices and sizes of orders displayed to more than one person 
in such alternative trading system of digital commodities 
to self-regulatory organizations with members who trade in 
digital commodities or permitted payment stablecoins. 
(g) PRINCIPLES OF TRADE.—Not later than 270 days 
after the date of the enactment of this Act, the Securities 
and Exchange Commission shall issue and revise rules, as 
necessary or appropriate in the public interest or for the 
protection of investors, to— 
(1) apply the rules and standards promulgated 
pursuant to paragraph (2) to the appropriate market 
participants, including— 
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107 
(A) national securities exchanges operating 
an alternative trading system described in sub-
section (c); and 
(B) registered brokers and registered dealers 
operating or subscribing to an alternative trad-
ing system described in subsection (d); and 
(2) apply, as appropriate to the market partici-
pants described in subparagraph (1) and customers 
thereof rules and standards to— 
(A) prevent fraudulent and manipulative 
acts and practices; 
(B) foster cooperation and coordination 
with persons engaged in regulating, settling, 
processing information with respect to, and fa-
cilitating transactions in digital commodities or 
permitted payment stablecoins traded, as appli-
cable, on or by any alternative trading system 
operating pursuant to subsection (c) or (d), or 
any registered broker or registered dealer; 
(C) remove impediments to and perfect the 
mechanism of a free and open market in digital 
commodities or permitted payment stablecoins 
traded, as applicable, on or by any alternative 
trading system operating pursuant to subsection 
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108 
(c) or (d), or any registered broker or registered 
dealer; 
(D) in general, protect investors and the 
public interest; and 
(E) prohibit any unfair discrimination be-
tween— 
(i) customers; 
(ii) any market participants described 
in subparagraphs (A) and (B) of paragraph 
(1); or 
(iii) issuers of digital commodities. 
(h) IMPLEMENTING ORGANIZATIONS.—The Securities 
and Exchange Commission shall require any registered na-
tional securities association that has as a member a reg-
istered broker or registered dealer that operates an alter-
native trading system pursuant to subsection (d) or other-
wise transacts in digital commodities or permitted payment 
stablecoins to adopt such rules as may be necessary to fur-
ther compliance with this section, including subsection 
(g)(2), protect investors, maintain fair, orderly, and effi-
cient markets, and facilitate capital formation. 
(i) RULE OF CONSTRUCTION.—The enumeration of 
any category of rules or regulations in this section shall 
not be construed to limit the authority of the Securities and 
Exchange Commission to promulgate such rules as may be 
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109 
necessary or appropriate to implement this section and the 
purposes of this Act, including over— 
(1) system capacity, integrity, and security; 
(2) examinations, inspections, and investiga-
tions; 
(3) trade reporting; or 
(4) written procedures for the confidential treat-
ment of trading information. 
(j) MEMORANDUM OF UNDERSTANDING.—Consistent 
with section 5k of the Commodity Exchange Act and to 
carry out this Act, the Securities and Exchange Commis-
sion shall enter into a memorandum of understanding with 
the Commodity Futures Trading Commission to ensure— 
(1) requirements imposed on registered brokers 
or registered dealers operating an alternative trading 
system pursuant to subsection (c) or otherwise 
transacting in digital commodities or permitted pay-
ment stablecoins are consistent with the substantive 
requirements under section 4u of the Commodity Ex-
change Act; 
(2) requirements imposed on alternative trading 
systems operating pursuant to subsection (c) or (d) 
are not inconsistent with core principles of and are 
consistent with the other substantive requirements 
under section 5i of the Commodity Exchange Act; and 
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(3) non-duplicative supervision and enforcement 
with respect to registrants of the Securities and Ex-
change Commission notice registered with the Com-
modity Futures Trading Commission. 
(k) COVERED REGULATIONS DEFINED.—In this sec-
tion, the term ‘‘covered regulations’’ means sections 
242.300, 242.301, 242.302, 242.303, 242.304, and 242.1000 
through 242.1007 of title 17, Code of Federal Regulations. 
(l) RULE OF CONSTRUCTION.—Nothing in this section 
shall be construed to limit the anti-fraud, anti-manipula-
tion, or false reporting enforcement authorities of the Com-
modity Futures Trading Commission with respect to a con-
tract of sale of a commodity and persons effecting such con-
tracts. 
SEC. 305. MODERNIZATION OF RECORDKEEPING REQUIRE-
MENTS. 
(a) IN GENERAL.—For purposes of books and records 
requirements for brokers, dealers, and exchanges under the 
Securities and Exchange Act of 1934 (15 U.S.C. 78a et 
seq.), a person may consider records from a blockchain sys-
tem. 
(b) REVISION OF RULES.—Not later than 180 days 
after the date of enactment of this Act, the Securities and 
Exchange Commission shall issue and revise such rules as 
may be necessary to implement this section. 
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SEC. 306. EXEMPTIVE AUTHORITY. 
Section 28 of the Securities Act of 1933 (15 U.S.C. 
77z–3) is amended by striking ‘‘by rule or regulation’’ and 
inserting ‘‘by rule, regulation, or order’’. 
SEC. 307. ADDITIONAL REGISTRATIONS WITH THE COM-
MODITY FUTURES TRADING COMMISSION. 
Section 15 of the Securities Exchange Act of 1934 (15 
U.S.C. 78o) is amended by adding at the end the following: 
‘‘(p) ADDITIONAL REGISTRATIONS WITH THE COM-
MODITY FUTURES TRADING COMMISSION.—A registered 
broker or registered dealer shall be permitted to maintain 
a registration with the Commodity Futures Trading Com-
mission as a digital commodity broker or digital com-
modity dealer, to list or trade contracts of sale for digital 
commodities.’’. 
SEC. 308. EXEMPTING DIGITAL COMMODITIES FROM STATE 
SECURITIES LAWS. 
Section 18(b) of the Securities Act of 1933 (15 U.S.C. 
77r(b)) is amended by adding at the end the following: 
‘‘(5) EXEMPTION IN CONNECTION WITH DIGITAL 
COMMODITIES.—A digital commodity shall be treated 
as a covered security.’’. 
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SEC. 309. EXCLUSION FOR DECENTRALIZED FINANCE AC-
TIVITIES. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 15G the fol-
lowing: 
‘‘SEC. 15H. 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 a decentralized finance trading protocol: 
‘‘(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 providing 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 
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blockchain system or a decentralized finance trading 
protocol. 
‘‘(5) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing a 
decentralized finance messaging system, or operating 
or participating in a liquidity pool, for the purpose 
of executing a contract of 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-
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 apply to 
the anti-fraud and anti-manipulation authorities of the 
Commission.’’. 
SEC. 310. TREATMENT OF CUSTODY ACTIVITIES BY BANK-
ING INSTITUTIONS. 
(a) TREATMENT OF CUSTODY ACTIVITIES.—The ap-
propriate Federal banking agency, the National Credit 
Union Administration (in the case of a credit union), and 
the Securities and Exchange Commission may not require 
a depository institution, national bank, Federal credit 
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union, State credit union, trust company, broker, or dealer, 
or any affiliate thereof (the ‘‘entity’’)— 
(1) to include assets held in custody that are not 
owned by the entity as a liability on the financial 
statement or balance sheet of the entity, including 
digital commodity or permitted payment stablecoin 
custody or safekeeping services; 
(2) to hold regulatory capital against assets, in-
cluding reserves backing such assets, in custody or 
safekeeping, except as necessary to mitigate against 
operational risks inherent with the custody or safe-
keeping services, as determined by— 
(A) the appropriate Federal banking agen-
cy; 
(B) the National Credit Union Administra-
tion (in the case of a credit union); 
(C) a State bank supervisor; 
(D) a State credit union supervisor (as de-
fined in section 6003 of the Anti-Money Laun-
dering Act of 2020 (31 U.S.C. 5311 note)); or 
(E) the Securities and Exchange Commis-
sion (in the case of a broker or dealer); and 
(3) to recognize a liability for any obligations re-
lated to activities or services performed with respect 
to digital commodities that the entity does not own 
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if that liability would exceed the expense recognized 
in the income statement as a result of the cor-
responding obligation. 
(b) DEFINITIONS.—In this section: 
(1) BANKING TERMS.—The terms ‘‘appropriate 
Federal banking agency’’, ‘‘depository institution’’, 
‘‘national bank’’, and ‘‘State bank supervisor’’ have 
the meaning given those terms, respectively, under 
section 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813). 
(2) CREDIT UNION TERMS.—The terms ‘‘Federal 
credit union’’ and ‘‘State credit union’’ have the 
meaning given those terms, respectively, under section 
101 of the Federal Credit Union Act (12 U.S.C. 
1752). 
SEC. 311. DIGITAL COMMODITY ACTIVITIES THAT ARE FI-
NANCIAL IN NATURE. 
Section 4(k)(4) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843(k)(4)) is amended— 
(1) in subparagraph (A), by striking ‘‘or securi-
ties’’ and inserting ‘‘, securities, or digital commod-
ities’’; and 
(2) in subparagraph (E), by inserting ‘‘or dig-
ital commodities’’ before the period at the end. 
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SEC. 312. EFFECTIVE DATE; ADMINISTRATION. 
Except as otherwise provided under this title, this title 
and the amendments made by this title shall take effect 360 
days after the date of enactment of this Act, except that, 
to the extent a provision of this title requires a rulemaking, 
the provision shall take effect on the later of— 
(1) 360 days after the date of enactment of this 
Act; or 
(2) 60 days after the publication in the Federal 
Register of the final rule implementing the provision. 
SEC. 313. STUDIES ON FOREIGN ADVERSARY PARTICIPA-
TION. 
(a) IN GENERAL.—The Secretary of the Treasury, in 
consultation with the Commodity Futures Trading Com-
mission and the Securities and Exchange Commission, 
shall, not later than 1 year after date of the enactment of 
this section, conduct a study and submit a report to the 
relevant congressional committees that— 
(1) identifies any digital commodity registrants 
which are owned by governments of foreign adver-
saries; 
(2) determines whether any governments of for-
eign adversaries are collecting personal data or trad-
ing data about United States persons in the digital 
commodity markets; and 
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(3) evaluates whether any proprietary intellec-
tual property of digital commodity registrants is 
being misused or stolen by any governments of foreign 
adversaries. 
(b) GAO STUDY AND REPORT.— 
(1) IN
GENERAL.—The Comptroller General 
shall, not later than 1 year after date of the enact-
ment of this section, conduct a study and submit a 
report to the relevant congressional committees that— 
(A) identifies any digital commodity reg-
istrants which are owned by governments of for-
eign adversaries; 
(B) determines whether any governments of 
foreign adversaries are collecting personal data 
or trading data about United States persons in 
the digital commodity markets; and 
(C) evaluates whether any proprietary in-
tellectual property of digital commodity reg-
istrants is being misused or stolen by any gov-
ernments of foreign adversaries. 
(c) DEFINITIONS.—In this section: 
(1) DIGITAL
COMMODITY
REGISTRANT.—The 
term ‘‘digital commodity registrant’’ means any per-
son required to register as a digital commodity ex-
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change, digital commodity broker, or digital com-
modity dealer under the Commodity Exchange Act. 
(2) FOREIGN ADVERSARIES.—The term ‘‘foreign 
adversaries’’ means the foreign governments and for-
eign non-government persons determined by the Sec-
retary of Commerce to be foreign adversaries under 
section 7.4(a) of title 15, Code of Federal Regulations. 
(3) 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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119 
TITLE 
IV—REGISTRATION 
FOR 
DIGITAL COMMODITY INTER-
MEDIARIES 
AT 
THE 
COM-
MODITY FUTURES TRADING 
COMMISSION 
SEC. 401. COMMISSION JURISDICTION OVER DIGITAL COM-
MODITY TRANSACTIONS. 
(a) SAVINGS CLAUSE.—Section 2(a)(1) of the Com-
modity Exchange Act (7 U.S.C. 2(a)(1)) is amended by 
adding at the end the following: 
‘‘(J) Except as expressly provided in this 
Act, nothing in the CLARITY Act of 2025 shall 
affect or apply to, or be interpreted to affect or 
apply to— 
‘‘(i) any agreement, contract, or trans-
action that is subject to this Act as— 
‘‘(I) a contract of sale of a com-
modity for future delivery or an option 
on such a contract; 
‘‘(II) a swap; 
‘‘(III) a security futures product; 
‘‘(IV) an option authorized under 
section 4c of this Act; 
‘‘(V) an agreement, contract, or 
transaction described in subparagraph 
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(C)(i) or (D)(i) of subsection (c)(2) of 
this section; or 
‘‘(VI) a leverage transaction au-
thorized under section 19; or 
‘‘(ii) the activities of any person with 
respect to any such an agreement, contract, 
or transaction.’’. 
(b) LIMITATION
ON AUTHORITY OVER PERMITTED 
PAYMENT STABLECOINS.—Section 2(c)(1) of the Com-
modity Exchange Act (7 U.S.C. 2(c)(1)) is amended— 
(1) in subparagraph (F), by striking ‘‘or’’ at the 
end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) permitted payment stablecoins.’’. 
(c) COMMISSION
JURISDICTION
OVER
FINANCING 
AGREEMENTS.—Section 2(c)(2) of the Commodity Ex-
change Act (7 U.S.C. 2(c)(2)) is amended— 
(1) in subparagraph (D)— 
(A) in clause (ii)(I), by inserting after 
‘‘paragraph (1)’’ the following: ‘‘(other than an 
agreement, contract, or transaction in a per-
mitted payment stablecoin)’’; and 
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(B) by redesignating clause (iv) as clause 
(v) and inserting after clause (iii) the following: 
‘‘(iv) AGREEMENTS
FOR
MARGIN
FI-
NANCING.—Notwithstanding clause (iii), a 
digital commodity broker may, subject to 
the requirements of section 4u(c)(2), offer to 
or enter into an agreement for margin fi-
nancing with a customer for the purchase or 
sale of a digital commodity, provided any 
purchase or sale made pursuant to the 
agreement shall result in the delivery of the 
digital commodity into or from an account 
carried for the customer, as determined by 
the Commission by rule or regulation, based 
on commercial spot market practices.’’; and 
(2) by adding at the end the following: 
‘‘(F) COMMISSION JURISDICTION WITH RE-
SPECT TO DIGITAL COMMODITY TRANSACTIONS.— 
‘‘(i) IN GENERAL.—Subject to sections 
6d and 12(e), the Commission shall have ex-
clusive jurisdiction with respect to any ac-
count, agreement, contract, or transaction 
involving a contract of sale of a digital 
commodity in interstate commerce, includ-
ing in a digital commodity cash or spot 
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market, that is offered, solicited, traded, fa-
cilitated, executed, cleared, reported, or oth-
erwise dealt in— 
‘‘(I) on or subject to the rules of a 
registered entity or an entity that is 
required to be registered as a registered 
entity; or 
‘‘(II) by any other entity reg-
istered, or required to be registered, 
with the Commission. 
‘‘(ii) LIMITATIONS.—Clause (i) shall 
not apply with respect to— 
‘‘(I) custodial or depository ac-
tivities for a digital commodity of an 
entity regulated by an appropriate 
Federal banking agency or a State 
bank supervisor (within the meaning 
of section 3 of the Federal Deposit In-
surance Act); or 
‘‘(II) an offer or sale of an invest-
ment contract involving a digital com-
modity or of a securities offer or sale 
involving a digital commodity. 
‘‘(iii) MIXED
DIGITAL
ASSET
TRANS-
ACTIONS.— 
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‘‘(I) IN
GENERAL.—Clause (i) 
shall not apply to a mixed digital asset 
transaction. 
‘‘(II) REPORTS ON MIXED DIGITAL 
ASSET TRANSACTIONS.—A digital com-
modity issuer, digital commodity re-
lated person, digital commodity affili-
ated person, or other person registered 
with the Securities and Exchange 
Commission that engages in a mixed 
digital asset transaction, shall, on re-
quest of the Commission, open to in-
spection and examination by the Com-
mission all books and records relating 
to the mixed digital asset transaction, 
subject to the confidentiality and dis-
closure requirements of section 8. 
‘‘(G) 
AGREEMENTS, 
CONTRACTS, 
AND 
TRANSACTIONS IN STABLECOINS.— 
‘‘(i) TREATMENT OF PERMITTED PAY-
MENT
STABLECOINS
ON
COMMISSION-REG-
ISTERED ENTITIES.—Subject to clauses (ii) 
and (iii), the Commission shall have juris-
diction over a cash or spot agreement, con-
tract, or transaction in a permitted pay-
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ment stablecoin that is offered, offered to 
enter into, entered into, executed, confirmed 
the execution of, solicited, or accepted— 
‘‘(I) on or subject to the rules of a 
registered entity; or 
‘‘(II) by any other entity reg-
istered with the Commission. 
‘‘(ii) 
PERMITTED
PAYMENT 
STABLECOIN
TRANSACTION
RULES.—This 
Act shall apply to a transaction described 
in clause (i) only for the purpose of regu-
lating the offer, execution, solicitation, or 
acceptance of a cash or spot permitted pay-
ment stablecoin transaction on a registered 
entity or by any other entity registered with 
the Commission, as if the permitted pay-
ment stablecoin were a digital commodity. 
‘‘(iii) NO AUTHORITY OVER PERMITTED 
PAYMENT
STABLECOINS.—Notwithstanding 
clauses (i) and (ii), the Commission shall 
not make a rule or regulation, impose a re-
quirement or obligation on a registered enti-
ty or other entity registered with the Com-
mission, or impose a requirement or obliga-
tion on a permitted payment stablecoin 
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issuer, regarding the operation of a per-
mitted payment stablecoin issuer or a per-
mitted payment stablecoin.’’. 
(d) CONFORMING AMENDMENT.—Section 2(a)(1)(A) of 
such Act (7 U.S.C. 2(a)(1)(A)) is amended in the 1st sen-
tence by inserting ‘‘subparagraphs (F) and (G) of sub-
section (c)(2) of this section or’’ before ‘‘section 19’’. 
SEC. 402. REQUIRING FUTURES COMMISSION MERCHANTS 
TO 
USE 
QUALIFIED 
DIGITAL 
ASSET 
CUSTODIANS. 
Section 4d of the Commodity Exchange Act (7 U.S.C. 
6d) is amended— 
(1) in subsection (a)(2)— 
(A) in the 1st proviso, by striking ‘‘any 
bank or trust company’’ and inserting ‘‘any 
bank, trust company, or qualified digital asset 
custodian, as applicable,’’; and 
(B) by inserting ‘‘: Provided further, That 
any such property that is a digital asset shall be 
held in a qualified digital asset custodian’’ before 
the period at the end; and 
(2) in subsection (f)(3)(A)(i), by striking ‘‘any 
bank or trust company’’ and inserting ‘‘any bank, 
trust company, or qualified digital asset custodian’’. 
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126 
SEC. 403. TRADING CERTIFICATION AND APPROVAL FOR 
DIGITAL COMMODITIES. 
Section 5c of the Commodity Exchange Act (7 U.S.C. 
7a–2) is amended— 
(1) in subsection (a), by striking ‘‘5(d) and 
5b(c)(2)’’ and inserting ‘‘5(d), 5b(c)(2), and 5i(c)’’; 
(2) in subsection (b)— 
(A) in each of paragraphs (1) and (2), by 
inserting ‘‘digital commodity exchange,’’ before 
‘‘derivatives’’; and 
(B) in paragraph (3), by inserting ‘‘digital 
commodity exchange,’’ before ‘‘derivatives’’ each 
place it appears; 
(3) in subsection (c)— 
(A) in paragraph (2), by inserting ‘‘or par-
ticipants’’ before ‘‘(in a’’; 
(B) in paragraph (4)(B), by striking 
‘‘1a(10)’’ and inserting ‘‘1a(9)’’; and 
(C) in paragraph (5), by adding at the end 
the following: 
‘‘(D) SPECIAL
RULES
FOR
DIGITAL
COM-
MODITY CONTRACTS.—In certifying any new rule 
or rule amendment, or listing any new contract 
or instrument, in connection with a contract of 
sale of a commodity for future delivery, option, 
swap, or other agreement, contract, or trans-
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action, that is based on or references a digital 
commodity, a registered entity shall make or rely 
on a certification under subsection (d) for the 
digital commodity.’’; and 
(4) by inserting after subsection (c) the fol-
lowing: 
‘‘(d) CERTIFICATIONS
FOR
DIGITAL
COMMODITY 
TRADING.— 
‘‘(1) IN GENERAL.—Notwithstanding subsection 
(c), for the purposes of listing or offering a digital 
commodity for trading in a digital commodity cash 
or spot market, an eligible entity shall submit a writ-
ten certification to the Commission that the digital 
commodity meets the requirements of this Act (includ-
ing the regulations prescribed under this Act). 
‘‘(2) CONTENTS OF THE CERTIFICATION.— 
‘‘(A) IN GENERAL.—In making a written 
certification under this paragraph, the eligible 
entity shall furnish to the Commission an anal-
ysis of how the digital commodity meets the re-
quirements of section 5i(c)(3). 
‘‘(B) RELIANCE ON PRIOR DISCLOSURES.— 
In making a certification under this subsection, 
an eligible entity may rely on the records and 
disclosures of any relevant person registered with 
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128 
the Securities and Exchange Commission or 
other State or Federal agency. 
‘‘(3) MODIFICATIONS.— 
‘‘(A) IN GENERAL.—An eligible entity shall 
modify a certification made under paragraph 
(1) to— 
‘‘(i) account for significant changes in 
any information provided to the Commis-
sion under paragraph (2)(A)(ii); or 
‘‘(ii) permit or restrict trading in 
units of a digital commodity held by a dig-
ital commodity related person or a digital 
commodity affiliated person. 
‘‘(B) RECERTIFICATION.—Modifications re-
quired by this subsection shall be subject to the 
same disapproval and review process as a new 
certification under paragraphs (4) and (5). 
‘‘(4) DISAPPROVAL.— 
‘‘(A) IN
GENERAL.—The written certifi-
cation described in paragraph (1) shall become 
effective unless the Commission finds that the 
listing of the digital commodity is inconsistent 
with the requirements of this Act or the rules 
and regulations prescribed under this Act. 
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‘‘(B) ANALYSIS REQUIRED.—The Commis-
sion shall include, with any findings referred to 
in subparagraph (A), a detailed analysis of the 
factors on which the decision was based. 
‘‘(C) PUBLIC FINDINGS.—The Commission 
shall make public any disapproval decision, and 
any related findings and analysis, made under 
this paragraph. 
‘‘(5) REVIEW.— 
‘‘(A) IN GENERAL.—Unless the Commission 
makes a disapproval decision under paragraph 
(4), the written certification described in para-
graph (1) shall become effective, pursuant to the 
certification by the eligible entity and notice of 
the certification to the public (in a manner de-
termined by the Commission) on the date that 
is— 
‘‘(i) 20 business days after the date the 
Commission receives the certification (or 
such shorter period as determined by the 
Commission by rule or regulation), in the 
case of a digital commodity that has not 
been certified under this section or for 
which a certification is being modified 
under paragraph (3); or 
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‘‘(ii) 1 business day after the date the 
Commission receives the certification (or 
such shorter period as determined by the 
Commission by rule or regulation) for any 
digital commodity that has been certified 
under this section. 
‘‘(B) EXTENSIONS.—The time for consider-
ation under subparagraph (A) may be extended 
through notice to the eligible entity that there are 
novel or complex issues that require additional 
time to analyze, that the explanation by the sub-
mitting eligible entity is inadequate, or of a po-
tential inconsistency with this Act— 
‘‘(i) once, for 30 business days, through 
written notice to the eligible entity by the 
Commission; and 
‘‘(ii) once, for an additional 30 busi-
ness days, through written notice to the eli-
gible entity from the Commission that in-
cludes a description of any deficiencies with 
the certification, including any— 
‘‘(I) novel or complex issues which 
require additional time to analyze; 
‘‘(II) missing information or in-
adequate explanations; or 
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131 
‘‘(III) 
potential 
inconsistencies 
with this Act. 
‘‘(6) PRIOR APPROVAL BEFORE REGISTRATION.— 
‘‘(A) IN GENERAL.—A person applying for 
registration with the Commission for the pur-
poses of listing or offering a digital commodity 
for trading in a digital commodity cash or spot 
market may request that the Commission grant 
prior approval for the person to list or offer the 
digital commodity on being registered with the 
Commission. 
‘‘(B) REQUEST FOR PRIOR APPROVAL.—A 
person seeking prior approval under subpara-
graph (A) shall furnish the Commission with a 
written certification that the digital commodity 
meets the requirements of this Act (including the 
regulations prescribed under this Act) and the 
information described in paragraph (2). 
‘‘(C) DEADLINE.—The Commission shall 
take final action on a request for prior approval 
not later than 90 business days after submission 
of the request, unless the person submitting the 
request agrees to an extension of the time limita-
tion established under this subparagraph. 
‘‘(D) DISAPPROVAL.— 
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‘‘(i) IN
GENERAL.—The Commission 
shall approve the listing of the digital com-
modity unless the Commission finds that 
the listing is inconsistent with this Act (in-
cluding any regulation prescribed under 
this Act). 
‘‘(ii) ANALYSIS REQUIRED.—The Com-
mission shall include, with any findings 
made under clause (i), a detailed analysis 
of the factors on which the decision is based. 
‘‘(iii) PUBLIC
FINDINGS.—The Com-
mission shall make public any disapproval 
decision, and any related findings and 
analysis, made under this paragraph. 
‘‘(7) ELIGIBLE ENTITY DEFINED.—In this sub-
section, the term ‘eligible entity’ means a registered 
entity or group of registered entities acting jointly.’’. 
SEC. 404. REGISTRATION OF DIGITAL COMMODITY EX-
CHANGES. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) is 
amended by inserting after section 5h the following: 
‘‘SEC. 5i. REGISTRATION OF DIGITAL COMMODITY EX-
CHANGES. 
‘‘(a) IN GENERAL.— 
‘‘(1) REGISTRATION.— 
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‘‘(A) IN GENERAL.—A trading facility that 
offers or seeks to offer a cash or spot market in 
at least 1 digital commodity shall register with 
the Commission as a digital commodity ex-
change. 
‘‘(B) APPLICATION.—A person desiring to 
register as a digital commodity exchange shall 
submit to the Commission an application in 
such form and containing such information as 
the Commission may require for the purpose of 
making the determinations required for ap-
proval. 
‘‘(C) EXEMPTIONS.—A trading facility that 
offers or seeks to offer a cash or spot market in 
at least 1 digital commodity shall not be re-
quired to register under this section if the trad-
ing facility— 
‘‘(i) permits no more than a de mini-
mis amount of trading activity, as the Com-
mission may determine by rule or regula-
tion, in a digital commodity; or 
‘‘(ii) serves only customers in a single 
State, territory, or possession of the United 
States. 
‘‘(2) ADDITIONAL REGISTRATIONS.— 
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‘‘(A) WITH THE COMMISSION.—In order to 
foster the development of fair and orderly mar-
kets, protect customers, 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 activities of the en-
tity; and 
‘‘(iii) may, after an analysis of the 
risks and benefits, prescribe rules to provide 
for portfolio margining. 
‘‘(B) WITH A REGISTERED FUTURES ASSO-
CIATION.— 
‘‘(i) IN GENERAL.—A registered digital 
commodity exchange shall become and re-
main a member of a registered futures asso-
ciation and comply with rules related to 
such activity, if the registered digital com-
modity exchange accepts customer funds re-
quired to be segregated under subsection (d). 
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‘‘(ii) RULEMAKING
REQUIRED.—The 
Commission shall require any registered fu-
tures association with a digital commodity 
exchange as a member to provide such rules 
as may be necessary to further compliance 
with subsection (d), protect customers, and 
promote the public interest. 
‘‘(C) REGISTRATION REQUIRED.—A person 
required to be registered as a digital commodity 
exchange under this section shall register with 
the Commission as such regardless of whether the 
person is registered with another State or Fed-
eral regulator. 
‘‘(b) TRADING.— 
‘‘(1) PROHIBITION ON CERTAIN TRADING PRAC-
TICES.— 
‘‘(A) Section 4b shall apply to any agree-
ment, contract, or transaction in a digital com-
modity as if the agreement, contract, or trans-
action were a contract of sale of a commodity for 
future delivery. 
‘‘(B) Section 4c shall apply to any agree-
ment, contract, or transaction in a digital com-
modity as if the agreement, contract, or trans-
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136 
action were a transaction involving the purchase 
or sale of a commodity for future delivery. 
‘‘(C) Section 4b–1 shall apply to any agree-
ment, contract, or transaction in a digital com-
modity as if the agreement, contract, or trans-
action were a contract of sale of a commodity for 
future delivery. 
‘‘(2) 
PROHIBITION
ON
ACTING
AS
A 
COUNTERPARTY.— 
‘‘(A) IN
GENERAL.—A digital commodity 
exchange or any affiliate of such an exchange 
shall not trade on or subject to the rules of the 
digital commodity exchange for its own account. 
‘‘(B) EXCEPTIONS.—Subject to any condi-
tions, requirements, or limitations imposed by 
the Commission pursuant to subparagraph (C), 
a digital commodity exchange may engage in 
trading on the exchange so long as the trading 
is not solely for the purpose of the profit of the 
exchange, including the following: 
‘‘(i) CUSTOMER DIRECTION.—A trans-
action for, or entered into at the direction 
of, or for the benefit of, an unaffiliated cus-
tomer. 
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‘‘(ii) RISK
MANAGEMENT.—A trans-
action to manage the credit, market, and li-
quidity risks associated with the digital 
commodity business of the exchange. 
‘‘(iii) OPERATIONAL NEEDS.—A trans-
action related to the operational needs of the 
business of the digital commodity exchange 
or its affiliate. 
‘‘(iv) FUNCTIONAL
USE.—A trans-
action related to the functional operation of 
a blockchain system. 
‘‘(C) RULEMAKING.—The Commission may, 
by rule, establish conditions, requirements, or 
other limitations on the activities of a digital 
commodity exchange and its affiliate permitted 
pursuant to subparagraph (B) that are necessary 
for the protection of customers, the promotion of 
innovation, or the maintenance of fair, orderly, 
and efficient markets. 
‘‘(D) NOTICE REQUIREMENT.—In order for 
a digital commodity exchange or any affiliate of 
a digital commodity exchange to engage in trad-
ing on the affiliated exchange pursuant to sub-
section (B), notice must be given to the Commis-
sion that shall enumerate how any proposed ac-
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138 
tivity is consistent with the exceptions in sub-
section (B) and the purposes of this Act. 
‘‘(c) CORE PRINCIPLES FOR DIGITAL COMMODITY EX-
CHANGES.— 
‘‘(1) COMPLIANCE WITH CORE PRINCIPLES.— 
‘‘(A) IN GENERAL.—To be registered, and 
maintain registration, as a digital commodity 
exchange, a digital commodity exchange shall 
comply with— 
‘‘(i) the core principles described in 
this subsection; and 
‘‘(ii) any requirement that the Com-
mission may impose by rule or regulation 
pursuant to section 8a(5). 
‘‘(B) REASONABLE DISCRETION OF A DIG-
ITAL COMMODITY EXCHANGE.—Unless otherwise 
determined by the Commission by rule or regula-
tion, a digital commodity exchange described in 
subparagraph (A) shall have reasonable discre-
tion in establishing the manner in which the 
digital commodity exchange complies with the 
core principles described in this subsection. 
‘‘(2) COMPLIANCE WITH RULES.—A digital com-
modity exchange shall— 
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139 
‘‘(A) establish and enforce compliance with 
any rule of the digital commodity exchange, in-
cluding— 
‘‘(i) the terms and conditions of the 
trades traded or processed on or through the 
digital commodity exchange; and 
‘‘(ii) any limitation on access to the 
digital commodity exchange; 
‘‘(B) establish and enforce trading, trade 
processing, and participation rules that will 
deter abuses and have the capacity to detect, in-
vestigate, and enforce those rules, including 
means— 
‘‘(i) to provide market participants 
with impartial access to the market; and 
‘‘(ii) to capture information that may 
be used in establishing whether rule viola-
tions have occurred; and 
‘‘(C) establish rules governing the operation 
of the exchange, including rules specifying trad-
ing procedures to be used in entering and exe-
cuting orders traded or posted on the facility. 
‘‘(3) LISTING STANDARDS FOR DIGITAL COMMOD-
ITIES.— 
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‘‘(A) IN
GENERAL.—A digital commodity 
exchange shall establish policies and procedures 
to permit trading in a digital commodity only 
if— 
‘‘(i) reports with respect to the digital 
commodity required under, as applicable, 
section 4B(b)(3) or 4B(b)(5)(C) of the Secu-
rities Act of 1933 (or, with respect to a dig-
ital commodity not issued in reliance on 
section 4(a)(8) of the Securities Act of 1933, 
a comparable set of reports, where required 
by the Securities and Exchange Commis-
sion) have been filed with the Securities and 
Exchange Commission; 
‘‘(ii) such other similar information as 
the Commission may, by rule or regulation 
require, that is related to the ongoing devel-
opment plan of the blockchain system and is 
able to be publicly ascertained, has been 
provided to the public; or 
‘‘(iii) the blockchain system to which 
the digital commodity relates, together with 
the digital commodity, is certified as a ma-
ture blockchain system under section 42 of 
the Securities Exchange Act of 1934. 
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141 
‘‘(B) 
PUBLIC
INFORMATION
REQUIRE-
MENTS.— 
‘‘(i) IN
GENERAL.—A digital com-
modity exchange shall— 
‘‘(I) permit trading in a digital 
commodity only if the digital com-
modity exchange reasonably determines 
that the information required by clause 
(ii) is correct, current, and available to 
the public; and 
‘‘(II) establish policies and proce-
dures to determine that the informa-
tion provided pursuant to clause (ii) is 
correct, current, and available to the 
public. 
‘‘(ii) REQUIRED INFORMATION.—With 
respect to a digital commodity and each 
blockchain system to which the digital com-
modity relates for which the digital com-
modity exchange will make the digital com-
modity available to the customers of the dig-
ital commodity exchange, the following in-
formation: 
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142 
‘‘(I) SOURCE CODE.—The source 
code for any blockchain system to 
which the digital commodity relates. 
‘‘(II) TRANSACTION HISTORY.—A 
description of the steps necessary to 
independently 
access, 
search, 
and 
verify the transaction history of any 
blockchain system to which the digital 
commodity relates, to the extent any 
such independent access, search, and 
verification activities are technically 
feasible with respect to the blockchain 
system. 
‘‘(III) DIGITAL COMMODITY ECO-
NOMICS.—A narrative description of 
the purpose of any blockchain system 
to which the digital commodity relates 
and 
the 
operation 
of 
any 
such 
blockchain system, including— 
‘‘(aa) information explaining 
the launch and supply process, in-
cluding the number of digital as-
sets to be issued in an initial allo-
cation, the total number of digital 
commodities to be created, the re-
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143 
lease schedule for the digital com-
modities, and the total number of 
digital commodities then out-
standing; 
‘‘(bb) information detailing 
any applicable consensus mecha-
nism or process for validating 
transactions, method of generating 
or mining digital commodities, 
and any process for burning or 
destroying digital commodities on 
the blockchain system; 
‘‘(cc) an explanation of gov-
ernance mechanisms for imple-
menting changes to the blockchain 
system 
or 
forming 
consensus 
among holders of the digital com-
modities; and 
‘‘(dd) sufficient information 
for a third party to create a tool 
for verifying the transaction his-
tory of the digital asset. 
‘‘(IV) TRADING VOLUME AND VOL-
ATILITY.—The trading volume and vol-
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atility of the digital commodity on the 
exchange. 
‘‘(V) 
ADDITIONAL
INFORMA-
TION.—Such additional information as 
the Commission may determine by rule 
to be necessary for a customer to un-
derstand the financial and operational 
risks of a digital commodity, and to be 
practically feasible to provide. 
‘‘(iii) FORMAT.—The Commission shall 
prescribe rules and regulations for the 
standardization and simplification of dis-
closures under clause (ii), including requir-
ing that disclosures— 
‘‘(I) be conspicuous; 
‘‘(II) use plain language com-
prehensible to customers; 
‘‘(III) are not drafted in a way 
that presumes the customer already has 
a base knowledge, familiarity, or un-
derstanding of the basic terminology, 
operation, and function of blockchain 
systems; and 
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‘‘(IV) succinctly explain the infor-
mation that is required to be commu-
nicated to the customer. 
‘‘(iv) RELIANCE ON PREVIOUS DISCLO-
SURES.—In complying with this subpara-
graph, a digital commodity exchange may 
rely on and make available to the public 
relevant information publicly disclosed to 
the Commission, the Securities and Ex-
change Commission, or an appropriate Fed-
eral banking agency. 
‘‘(C) DIGITAL COMMODITIES HELD BY RE-
LATED
AND
DIGITAL
COMMODITY
AFFILIATED 
PERSONS.—A digital commodity exchange shall 
establish policies and procedures designed to per-
mit the trading of a unit of a digital commodity 
acquired from the issuer and held by a digital 
commodity affiliated person or a digital com-
modity related person, only in accordance with 
the requirements of section 4C of the Securities 
Act of 1933. 
‘‘(4) TREATMENT OF CUSTOMER ASSETS.—A dig-
ital commodity exchange shall establish policies and 
procedures that are designed to protect and ensure the 
safety of customer money, assets, and property. 
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146 
‘‘(5) MONITORING OF TRADING AND TRADE PROC-
ESSING.— 
‘‘(A) IN
GENERAL.—A digital commodity 
exchange shall provide a competitive, open, and 
efficient market and mechanism for executing 
transactions that protects the price discovery 
process of trading on the exchange. 
‘‘(B) PROTECTION OF MARKETS AND MAR-
KET
PARTICIPANTS.—A digital commodity ex-
change shall establish and enforce rules— 
‘‘(i) to protect markets and market 
participants from abusive practices com-
mitted by any party, including abusive 
practices committed by a party acting as 
an agent for a participant; and 
‘‘(ii) to promote fair and equitable 
trading on the exchange. 
‘‘(C) TRADING
PROCEDURES.—A digital 
commodity exchange shall— 
‘‘(i) establish and enforce rules or 
terms and conditions defining, or specifica-
tions detailing— 
‘‘(I) trading procedures to be used 
in entering and executing orders trad-
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147 
ed on or through the facilities of the 
digital commodity exchange; and 
‘‘(II) procedures for trade proc-
essing of digital commodities on or 
through the facilities of the digital 
commodity exchange; and 
‘‘(ii) monitor trading in digital com-
modities to prevent manipulation, price dis-
tortion, and disruptions, through surveil-
lance, compliance, and disciplinary prac-
tices and procedures, including methods for 
conducting real-time monitoring of trading 
and comprehensive and accurate trade re-
constructions. 
‘‘(6) ABILITY TO OBTAIN INFORMATION.—A dig-
ital commodity exchange shall— 
‘‘(A) establish and enforce rules that will 
allow the facility to obtain any necessary infor-
mation to perform any of the functions described 
in this section; 
‘‘(B) provide the information to the Com-
mission on request; and 
‘‘(C) have the capacity to carry out such 
international information-sharing agreements as 
the Commission may require. 
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148 
‘‘(7) EMERGENCY AUTHORITY.—A digital com-
modity exchange shall adopt rules to provide for the 
exercise of emergency authority, in consultation or co-
operation with the Commission or a registered entity, 
as is necessary and appropriate, including the au-
thority to facilitate the liquidation or transfer of open 
positions in any digital commodity or to suspend or 
curtail trading in a digital commodity. 
‘‘(8) TIMELY PUBLICATION OF TRADING INFOR-
MATION.— 
‘‘(A) IN
GENERAL.—A digital commodity 
exchange shall make public timely information 
on price, trading volume, and other trading data 
on digital commodities to the extent prescribed 
by the Commission. 
‘‘(B) CAPACITY OF DIGITAL COMMODITY EX-
CHANGE.—A digital commodity exchange shall 
have the capacity to electronically capture and 
transmit trade information with respect to 
transactions executed on the exchange. 
‘‘(9) RECORDKEEPING AND REPORTING.— 
‘‘(A) IN
GENERAL.—A digital commodity 
exchange shall— 
‘‘(i) maintain records relating to the 
business of the exchange, including a com-
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149 
plete audit trail, in a form and manner ac-
ceptable to the Commission for a period of 
5 years; 
‘‘(ii) report to the Commission, in a 
form and manner acceptable to the Commis-
sion, such information as the Commission 
determines to be necessary or appropriate 
for the Commission to perform the duties of 
the Commission under this Act; and 
‘‘(iii) keep any such records of digital 
commodities which relate to a security open 
to inspection and examination by the Secu-
rities and Exchange Commission. 
‘‘(B) INFORMATION-SHARING.—Subject to 
section 8, and on request, the Commission shall 
share information collected under subparagraph 
(A) with— 
‘‘(i) the Board; 
‘‘(ii) the Securities and Exchange 
Commission; 
‘‘(iii) each appropriate Federal bank-
ing agency; 
‘‘(iv) each appropriate State bank su-
pervisor (within the meaning of section 3 of 
the Federal Deposit Insurance Act); 
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150 
‘‘(v) the Financial Stability Oversight 
Council; 
‘‘(vi) the Department of Justice; and 
‘‘(vii) any other person that the Com-
mission determines to be appropriate, in-
cluding— 
‘‘(I) foreign financial supervisors 
(including foreign futures authorities); 
‘‘(II) foreign central banks; and 
‘‘(III) foreign ministries. 
‘‘(C) CONFIDENTIALITY
AGREEMENT.—Be-
fore the Commission may share information with 
any entity described in subparagraph (B), the 
Commission shall receive a written agreement 
from the entity stating that the entity shall abide 
by the confidentiality requirements described in 
section 8 relating to the information on digital 
commodities that is provided. 
‘‘(D) PROVIDING INFORMATION.—A digital 
commodity exchange shall provide to the Com-
mission (including any designee of the Commis-
sion) information under subparagraph (A) in 
such form and at such frequency as is required 
by the Commission. 
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151 
‘‘(10) ANTITRUST CONSIDERATIONS.—Unless nec-
essary or appropriate to achieve the purposes of this 
Act, a digital commodity exchange shall not— 
‘‘(A) adopt any rules or take any actions 
that result in any unreasonable restraint of 
trade; or 
‘‘(B) impose any material anticompetitive 
burden on trading. 
‘‘(11) CONFLICTS
OF
INTEREST.—The digital 
commodity exchange shall establish and enforce 
rules— 
‘‘(A) to minimize conflicts of interest in the 
decision making processes of the contract market; 
and 
‘‘(B) to establish a process for resolving con-
flicts of interest referred to in subparagraph (A). 
‘‘(12) FINANCIAL RESOURCES.— 
‘‘(A) IN
GENERAL.—A digital commodity 
exchange shall have adequate financial, oper-
ational, and managerial resources, as determined 
by the Commission, to discharge each responsi-
bility of the digital commodity exchange. 
‘‘(B) MINIMUM AMOUNT OF FINANCIAL RE-
SOURCES.—A digital commodity exchange shall 
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152 
possess financial resources that, at a minimum, 
exceed the sum of— 
‘‘(i) the total amount that would en-
able the digital commodity exchange to 
cover the operating costs of the digital com-
modity exchange for a 1-year period, as cal-
culated on a rolling basis; and 
‘‘(ii) the total amount necessary to 
meet the financial obligations of the digital 
commodity exchange to all customers of the 
digital commodity exchange. 
‘‘(13) DISCIPLINARY
PROCEDURES.—A digital 
commodity exchange shall establish and enforce dis-
ciplinary procedures that authorize the digital com-
modity exchange to discipline, suspend, or expel mem-
bers or market participants that violate the rules of 
the digital commodity exchange, or similar methods 
for performing the same functions, including delega-
tion of the functions to third parties. 
‘‘(14) GOVERNANCE FITNESS STANDARDS.— 
‘‘(A) 
GOVERNANCE
ARRANGEMENTS.—A 
digital commodity exchange shall establish gov-
ernance arrangements that are transparent and 
designed to permit consideration of the views of 
market participants. 
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153 
‘‘(B) FITNESS STANDARDS.—A digital com-
modity exchange shall establish and enforce ap-
propriate fitness standards for— 
‘‘(i) officers and directors; and 
‘‘(ii) any individual or entity with di-
rect access to, or control of, customer assets. 
‘‘(15) SYSTEM
SAFEGUARDS.—A digital com-
modity exchange shall— 
‘‘(A) establish and maintain a program of 
risk analysis and oversight to identify and mini-
mize sources of operational and security risks, 
through the development of appropriate controls 
and procedures, and automated systems in ac-
cordance with industry standards, that— 
‘‘(i) are reliable and secure; and 
‘‘(ii) have adequate scalable capacity; 
‘‘(B) establish and maintain emergency pro-
cedures, backup resources, and a plan for dis-
aster recovery that allow for— 
‘‘(i) the timely recovery and resump-
tion of operations; and 
‘‘(ii) the fulfillment of the responsibil-
ities and obligations of the digital com-
modity exchange; and 
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‘‘(C) periodically conduct tests to verify that 
the backup resources of the digital commodity ex-
change are sufficient to ensure continued— 
‘‘(i) order processing and trade match-
ing; 
‘‘(ii) price reporting; 
‘‘(iii) market surveillance; and 
‘‘(iv) maintenance of a comprehensive 
and accurate audit trail. 
‘‘(d) HOLDING OF CUSTOMER ASSETS.— 
‘‘(1) IN
GENERAL.—A digital commodity ex-
change shall hold customer money, assets, and prop-
erty in a manner to minimize the risk of loss to the 
customer or unreasonable delay in customer access to 
the money, assets, and property of the customer. 
‘‘(2) SEGREGATION OF FUNDS.— 
‘‘(A) IN
GENERAL.—A digital commodity 
exchange shall treat and deal with all money, as-
sets, and property that is received by the digital 
commodity exchange, or accrues to a customer as 
the result of trading in digital commodities, as 
belonging to the customer. 
‘‘(B) COMMINGLING
PROHIBITED.—Money, 
assets, and property described in subparagraph 
(A) shall be separately accounted for and shall 
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not be commingled with the funds of the digital 
commodity exchange or be used to margin, se-
cure, or guarantee any trades or accounts of any 
customer or person other than the person for 
whom the same are held. 
‘‘(C) EXCEPTIONS.— 
‘‘(i) USE OF FUNDS.— 
‘‘(I) 
IN
GENERAL.—Notwith-
standing subparagraph (A), money, as-
sets, and property described in sub-
paragraph (A) may, for convenience, 
be commingled and deposited in the 
same account or accounts with any 
bank, trust company, derivatives clear-
ing organization, or qualified digital 
asset custodian. 
‘‘(II) 
WITHDRAWAL.—Notwith-
standing subparagraph (A), such share 
of the money, assets, and property de-
scribed in subparagraph (A) as in the 
normal course of business shall be nec-
essary 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 
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applied to such purposes, including the 
payment of commissions, brokerage, in-
terest, taxes, storage, and other charges, 
lawfully accruing in connection with 
the contract. 
‘‘(ii) COMMISSION
ACTION.—Notwith-
standing subparagraph (A), in accordance 
with such terms and conditions as the Com-
mission may prescribe by rule, regulation, 
or order, any money, assets, or property of 
the customers of a digital commodity ex-
change may be commingled and deposited 
in customer accounts with any other money, 
assets, or property received by the digital 
commodity exchange and required by the 
Commission to be separately accounted for 
and treated and dealt with as belonging to 
the customer of the digital commodity ex-
change. 
‘‘(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, 
and in obligations fully guaranteed as to principal 
and interest by the United States, or in any other in-
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157 
vestment that the Commission may by rule or regula-
tion prescribe, and such investments shall be made in 
accordance with such rules and regulations and sub-
ject to such conditions as the Commission may pre-
scribe. 
‘‘(4) CUSTOMER
PROTECTION
DURING
BANK-
RUPTCY.— 
‘‘(A) CUSTOMER PROPERTY.—All assets held 
on behalf of a customer by a digital commodity 
exchange, and all money, assets, and property of 
any customer received by a digital commodity 
exchange for trading or custody, or to facilitate, 
margin, guarantee, or secure contracts of sale of 
a digital commodity (including money, assets, or 
property accruing to the customer as the result 
of the transactions), shall be considered customer 
property for purposes of section 761 of title 11, 
United States Code. 
‘‘(B) TRANSACTIONS.—A transaction in-
volving the sale of a unit of a digital commodity 
occurring on or subject to the rules of a digital 
commodity exchange shall be considered a con-
tract 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 
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the definition of ‘commodity contract’ in section 
761 of title 11, United States Code. 
‘‘(C) EXCHANGES.—A digital commodity 
exchange shall be considered a futures commis-
sion merchant 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 
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 ex-
change that has received any customer 
money, assets, or property for custody to 
dispose of, or use any such money, assets, or 
property as belonging to the digital com-
modity exchange or any person other than 
a customer of the digital commodity ex-
change; or 
‘‘(ii) for any other person, including 
any depository, other digital commodity ex-
change, or digital asset custodian that has 
received any customer money, assets, or 
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property for deposit, to hold, dispose of, or 
use any such money, assets, or property, or 
property, as belonging to the depositing dig-
ital commodity exchange or any person 
other than the customers of the digital com-
modity exchange. 
‘‘(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 exchange, to waive the restric-
tions. 
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‘‘(B) USE
OF
FUNDS.—Customer digital 
commodities removed from segregation under 
subparagraph (A) may be pooled and used by the 
digital commodity exchange or its designee to 
provide a blockchain service for a blockchain sys-
tem to which the unit of the digital asset re-
moved from segregation in subparagraph (A) re-
lates. 
‘‘(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 exchange may not require a 
waiver from a customer described in sub-
paragraph (A) as a condition of doing busi-
ness on the exchange. 
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‘‘(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-
rity for a blockchain system, or other similar ac-
tivity required for the ongoing operation of a 
blockchain system. 
‘‘(e) MARKET ACCESS REQUIREMENTS.—The Commis-
sion may, by rule, impose any additional requirements re-
lated to the operations and activities of the digital com-
modity exchange and an affiliated digital commodity 
broker necessary to protect market participants, promote 
fair and equitable trading on the digital commodity ex-
change, and promote responsible innovation. 
‘‘(f) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 
‘‘(1) IN
GENERAL.—A digital commodity ex-
change 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 exchange; 
‘‘(B) review compliance with the core prin-
ciples in this subsection; 
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‘‘(C) in consultation with the board of the 
exchange, a body performing a function similar 
to that of a board, or the senior officer of the ex-
change, resolve any conflicts of interest that may 
arise; 
‘‘(D) establish and administer the policies 
and procedures required to be established pursu-
ant to this section; 
‘‘(E) ensure compliance with this Act and 
the rules and regulations issued under this Act, 
including rules prescribed by the Commission 
pursuant to this section; and 
‘‘(F) establish procedures for the remedi-
ation of noncompliance issues found during com-
pliance office reviews, look backs, internal or ex-
ternal audit findings, self-reported errors, or 
through validated complaints. 
‘‘(3) REQUIREMENTS FOR PROCEDURES.—In es-
tablishing procedures under paragraph (2)(F), the 
chief compliance officer shall design the procedures to 
establish the handling, management response, remedi-
ation, retesting, and closing of noncompliance issues. 
‘‘(4) 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 digital com-
modity exchange with this Act; and 
‘‘(ii) the policies and procedures, in-
cluding the code of ethics and conflicts of 
interest policies, of the digital commodity 
exchange. 
‘‘(B) REQUIREMENTS.—The chief compli-
ance officer shall— 
‘‘(i) submit each report described in 
subparagraph (A) with the appropriate fi-
nancial report of the digital commodity ex-
change that is required to be submitted to 
the Commission pursuant to this section; 
and 
‘‘(ii) include in the report a certifi-
cation that, under penalty of law, the report 
is accurate and complete. 
‘‘(g) APPOINTMENT OF TRUSTEE.— 
‘‘(1) IN GENERAL.—If a proceeding under section 
5e results in the suspension or revocation of the reg-
istration of a digital commodity exchange, or if a dig-
ital commodity exchange withdraws from registration, 
the Commission, on notice to the digital commodity 
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exchange, may apply to the appropriate United 
States district court where the digital commodity ex-
change is located for the appointment of a trustee. 
‘‘(2) ASSUMPTION
OF
JURISDICTION.—If the 
Commission applies for appointment of a trustee 
under paragraph (1)— 
‘‘(A) the court may take exclusive jurisdic-
tion over the digital commodity exchange and 
the records and assets of the digital commodity 
exchange, wherever located; and 
‘‘(B) if the court takes jurisdiction under 
subparagraph (A), the court shall appoint the 
Commission, or a person designated by the Com-
mission, as trustee with power to take possession 
and continue to operate or terminate the oper-
ations of the digital commodity exchange in an 
orderly manner for the protection of customers 
subject to such terms and conditions as the court 
may prescribe. 
‘‘(h) QUALIFIED DIGITAL ASSET CUSTODIAN.—A dig-
ital commodity exchange shall hold in a qualified digital 
asset custodian each unit of a digital asset that is— 
‘‘(1) the property of a customer of the digital 
commodity exchange; 
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‘‘(2) required to be held by the digital commodity 
exchange under subsection (c)(12) of this section; or 
‘‘(3) otherwise so required by the Commission to 
reasonably protect customers. 
‘‘(i) EXEMPTIONS.— 
‘‘(1) IN GENERAL.—In order to promote respon-
sible innovation and fair competition, or protect cus-
tomers, the Commission may (on its own initiative or 
on application of the registered digital commodity ex-
change) exempt, either unconditionally or on stated 
terms or conditions or for stated periods and either 
retroactively or prospectively, or both, a registered 
digital commodity exchange from the requirements of 
this section, if the Commission determines that— 
‘‘(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 
adverse effect on the ability of the Commission or 
the digital commodity exchange to discharge reg-
ulatory or self-regulatory duties under this Act. 
‘‘(2) FOREIGN
EXCHANGES.—The Commission 
may exempt, conditionally or unconditionally, a dig-
ital commodity exchange from registration under this 
section if the Commission finds that the digital com-
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modity exchange is subject to comparable, comprehen-
sive supervision and regulation on a consolidated 
basis by the appropriate governmental authorities in 
the home country of the facility. 
‘‘(j) CUSTOMER DEFINED.—In this section, the term 
‘customer’ means any person that maintains an account for 
the trading of digital commodities directly with a digital 
commodity exchange (other than a person that is owned or 
controlled, directly or indirectly, by the digital commodity 
exchange) for its own behalf or on behalf of any other per-
son. 
‘‘(k) FEDERAL PREEMPTION.—Notwithstanding any 
other provision of law, the Commission shall have exclusive 
jurisdiction over any digital commodity exchange registered 
under this section with respect to activities and trans-
actions subject to this Act.’’. 
SEC. 405. QUALIFIED DIGITAL ASSET CUSTODIANS. 
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 5i the following: 
‘‘SEC. 5j. QUALIFIED DIGITAL ASSET CUSTODIANS. 
‘‘(a) IN GENERAL.—A person is a qualified digital 
asset custodian for purposes of this Act if the person— 
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‘‘(1) holds digital assets on behalf of a person 
registered under this Act or a customer of a person 
registered under this Act; and 
‘‘(2) is in compliance with subsections (b) and 
(c). 
‘‘(b) SUPERVISION REQUIREMENT.—A person is in 
compliance with this subsection if the person is subject to— 
‘‘(1) supervision and examination for custody 
and safekeeping of digital assets by an appropriate 
Federal banking agency, the National Credit Union 
Administration, the Commission, or the Securities 
and Exchange Commission; or 
‘‘(2) adequate supervision and appropriate regu-
lation for custody and safekeeping of digital assets 
by— 
‘‘(A) a State bank supervisor (within the 
meaning of section 3 of the Federal Deposit In-
surance Act); 
‘‘(B) a State credit union supervisor, as de-
fined under section 6003 of the Anti-Money 
Laundering Act of 2020; or 
‘‘(C) an appropriate foreign governmental 
authority in the home country of the digital com-
modity custodian. 
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‘‘(c) OTHER REQUIREMENTS.—A person shall be in 
compliance with this subsection if: 
‘‘(1) NOT OTHERWISE PROHIBITED.—The person 
has not been prohibited by its supervisor from engag-
ing in an activity with respect to the custody and 
safekeeping of digital assets. 
‘‘(2) INFORMATION SHARING.— 
‘‘(A) IN GENERAL.—The person shares in-
formation with the Commission on request and 
complies with such requirements for periodic 
sharing of information regarding customer ac-
counts that the person holds on behalf of an enti-
ty registered with the Commission as the Com-
mission determines by rule are reasonably nec-
essary to effectuate any of the provisions, or to 
accomplish any of the purposes, of this Act. 
‘‘(B) PROVISION OF INFORMATION.—If the 
person is subject to regulation and examination 
by an appropriate Federal banking agency, the 
person may satisfy any information request de-
scribed in subparagraph (A) by providing the 
Commission with a detailed listing, in writing, 
of the digital assets of a customer in the custody 
of, or use by, the person. 
‘‘(C) RULEMAKING FOR CFTC ENTITIES.— 
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