Securities Clarity Act of 2025

Summary

Adds a new defined term, “investment contract asset,” to federal securities laws and then excludes assets that meet that definition from multiple statutory definitions of “security” and similar covered categories. The definition covers fungible digital tokens recorded on a public cryptographically secured distributed ledger that can be transferred person-to-person without an intermediary and that are sold or intended to be sold pursuant to an investment contract. The change narrows the statutory scope of what counts as a federal “security” for several securities statutes.

• Defines a new category, “investment contract asset,” for certain fungible digital tokens on public distributed ledgers.
• Excludes assets that meet that definition from the federal statutory definitions of “security” in multiple securities laws.
• Applies the exclusion across the Securities Act, Investment Advisers Act, Investment Company Act, Securities Exchange Act, and Securities Investor Protection Act.
• Targets tokens that can be held and transferred person-to-person without required intermediaries and that are sold via an investment contract.
• Does not create a new regulatory framework, funding, or explicit implementation procedures.
• Likely reduces some federal securities-law obligations for covered tokens but may shift disputes to courts and regulators for interpretation.
• Could affect registration, custody, broker-dealer duties, and investor-protection mechanisms tied to the statutory label “security.”