What is the issue?
When crypto companies market and issue digital assets, it is often unclear whether those assets are treated as an “investment contract” (a type of security that must be registered with the government). The core issue is deciding what types of ongoing services and tokens cross the line into being legal securities obligations.
What happened?
On September 25, 2026, the regulatory staff published nine specific answers to clear up the confusion.
The key takeaways include:
- No direct legal power: These answers represent the staff’s current perspectives; they are not official laws and do not create new legal mandates.
- Status of liquid staking: A staking receipt token for a digital commodity that is not subject to an investment contract is viewed as a digital tool, or as a digital commodity when a protocol-based liquid staking provider issues it, rather than a security.
- System maintenance is not a security: Once a crypto network is functional, services to secure, maintain, or improve it do not count as essential managerial efforts. Promising to keep running these background services does not turn the setup into an investment contract.
- When it remains subject to an investment contract: If a different party takes over the original creator’s legal promises (by contract or law), the asset remains bound to its investment contract status.
- How Corviniti can help: Corviniti handles accounting for digital asset companies, including fair value measurement under ASU 2023-08, the monthly close and SEC reporting.
Action item for issuers: Crypto companies planning to file registration statements should review and adjust their marketing language to match these newly published guidelines.
Corviniti can help with the financial side of that filing. We build the financial statements and MD&A that go into a registration statement, get companies ready for the PCAOB audit behind them, and handle the SEC reporting that follows.