SEC Proposes Regulation Crypto Assets: Two Offering Exemptions and a Safe Harbor, Not Yet Adopted

On August 21, 2026, “Regulation Crypto Assets,” proposed by the U.S. Securities and Exchange Commission (SEC), was published in the Federal Register at citation 91 FR 54510, running 146 pages. The document’s ACTION field reads “Proposed rule.”, the AGENCY field names a single agency, the SEC, and the file number is File No. S7-2026-27.

This article was verified on September 17, 2026, reading the full text of the document as the Federal Register serves it, the official PDF on GovInfo, and the Federal Register’s document record for it. This site ran no tests of its own and offers neither investment nor legal advice. This is a proposal: every operative sentence below describes what the proposed rule would do, not an obligation that exists today.

Dated, filed and published are three dates, and there is no effective date

The Commission dated this proposal August 18, 2026; the signature block reads, word for word, “By the Commission. Dated: August 18, 2026.” The Federal Register notation on the document’s last line shows a filing date of August 20, 2026, and the publication date is August 21, 2026.

The DATES field says two things only: that this release was published in the Federal Register on August 21, 2026, and that comments should be received on or before October 20, 2026. Nowhere in the field is there an effective date or a compliance deadline. Where the proposed rule text would carry a date — in the disqualification provision, and in the issuer eligibility provision of the fundraising exemption — it carries a placeholder string instead: “[INSERT EFFECTIVE DATE OF FINAL RULE, IF ADOPTED]”.

The Federal Register’s document record does carry an effective_on field filled in as 2026-08-21, but the document’s DATES field states no effective date and that field cannot stand in for one; the type field in the same record reads “Proposed Rule”.

Who the proposal reaches: crypto assets, covered investment contracts and two exemptions

The proposal defines “crypto asset” as any digital representation of value that is recorded on a cryptographically-secured distributed ledger. Footnote 122 states that this definition is identical to the definition of “Digital Asset” in the Guiding and Establishing National Innovation for U.S. Stablecoins Act (Public Law 119-27).

What is reached is not every crypto asset but the “covered investment contract”: a contract, transaction or scheme involving a crypto asset that constitutes an investment contract, where the investment contract must also meet three numbered requirements — a crypto asset is subject to the investment contract, that crypto asset is not itself a security, and no asset other than that crypto asset is subject to the investment contract. The rule text also uses the phrasing “including, but not limited to” to place distributions referred to as “airdrops” among the transactions the startup exemption speaks of.

Both exemptions would exempt an offering from the registration requirements of Section 5 of the Securities Act of 1933. The SUMMARY field states that the first would permit offerings of up to $5 million during a four-year period and the second offerings of up to $75 million during each 12-month period; that under both exemptions issuers would be required to make certain principles-based narrative disclosures available to their investors; that issuers under the second would in addition be required to provide financial statements and would be subject to ongoing reporting requirements; and that issuers who rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws. The second is the fundraising exemption, and it is split into two tiers.

What an issuer would disclose: the ten categories of Rule 103

Rule 103 sets a principle first: the information should be tailored to the issuer, the subject crypto asset and the associated crypto network or crypto application, and “should be presented in clear, concise, and understandable language, without overly relying on technical terminology or jargon”. It should also be consistent with what the issuer says about material aspects through existing public channels, such as its website or its official social media accounts, and in promotional material such as a whitepaper. Where a particular disclosure requirement is not applicable, or the responsive information is unknown and not reasonably available, the proposal states that disclosure is not required to be provided.

Rule 103(b) organizes the information to be disclosed into ten categories. The material terms of the investment contract are to include the essential managerial efforts the issuer has promised to undertake and their progress; the category on the terms of the offering calls for the website address at which any whitepapers or other offering materials the issuer prepared and distributed are publicly accessible, free of charge; the tokenomics category covers matters such as supply, pricing, lockups and release schedules; and the risk factors category requires the description to “avoid generalized statements” and to include only factors specific to the case.

The security category does not amount to “the proposal requires source code to be published”: it calls for a description of the material aspects of security, and only then, “to the extent the issuer has made it publicly available”, for the website address at which that code is accessible — and that paragraph says nothing about free of charge. Rule 104 provides that no exemption under Regulation Crypto Assets is available where a bad actor disqualification would apply, but the proposal would separately authorize the Director of the Division of Corporation Finance to grant applications upon a showing of good cause.

The safe harbor, and the proposal’s own line that an exemption is not immunity

The proposed investment contract safe harbor (Rule 400) has two conditions only: the issuer of the covered investment contract has completed or otherwise permanently ceased all essential managerial efforts it represented or promised it would engage in under the contract and is not making and does not intend to make any new representations or promises to engage in essential managerial efforts with respect to the crypto asset; and it files with the Commission a transition report containing the information required by Form TR. Where the conditions are satisfied, the covered investment contract would be deemed to have terminated, and the crypto asset would be deemed not to be subject to that investment contract for purposes of the definitions of “security” in the Securities Act and the Securities Exchange Act.

The proposal sets down the limits in the same breath. The Commission would not be precluded from challenging the matter afterwards — the example it gives itself is that if an issuer were to misstate on Form TR that the first condition had been satisfied (the text puts it as whether or not intentionally), the Commission could assert that the investment contract has not terminated and that the reporting and registration requirements still apply. Even without satisfying the safe harbor, a crypto asset may well not be subject to an investment contract in the first place under the Howey test. And the safe harbor would control only with respect to the Commission’s administration of the Federal securities laws: the proposal states plainly that it would not prevent other parties from asserting that the crypto asset is subject to an investment contract, or is otherwise a security.

Under the proposal, the fundraising exemption could also be suspended. Rule 306 provides that where it has reason to believe that one of six numbered situations exists — among them a material misstatement in the offering statement or in a report filed, or an issuer obstructing an investigation — the Commission may at any time enter an order temporarily suspending an exemption under that subpart. A person notified may request a hearing in writing within 30 calendar days after the order is entered; if no hearing is requested and none is ordered by the Commission, the order becomes permanent on the 30th calendar day and remains in effect unless or until the Commission modifies or vacates it. Rule 101(d) provides that where the person relying on the exemption can show that the failure to comply did not pertain to a condition directly intended to protect that particular individual or entity, that it was insignificant with respect to the offering as a whole, and that a good faith and reasonable attempt was made to comply with all the conditions, the offer or sale to that person does not lose the exemption; the same provision also states that where an exemption is established only through reliance upon that paragraph, the failure to comply is nonetheless actionable by the Commission under Section 20 of the Securities Act.

How to check the status yourself, and what it has to do with readers in Taiwan

The proposal sets out its own lineage. An executive order of January 23, 2025 established the President’s Working Group on Digital Asset Markets, and that group’s report of July 30 the same year made recommendations to the Commission that include a fit-for-purpose exemption from the registration requirements of Section 5 of the Securities Act, a time-limited safe harbor, and a safe harbor for certain airdrops; on July 31 of the same year, Chairman Paul S. Atkins announced the launch of “Project Crypto”. The proposal also cites repeatedly an interpretation dated March 17, 2026 and published on March 23 at 91 FR 13714, which sorts crypto assets into five categories.

To establish where a U.S. federal rule stands, go back to the Federal Register’s document record. For this one the type field is “Proposed Rule” and the action field is “Proposed rule.”, which is to say it is still out for comment; then look at whether the DATES field carries an effective date. For the document itself, GovInfo holds the official PDF, 146 pages in all, whose first page is page 54510 of the Federal Register.

This proposal does not mention Taiwan. What is required to have a U.S. connection is the issuer under the fundraising exemption, not the buyer; on the purchaser’s side the condition is accredited investor status, and failing that a 10 percent cap. The following is an example the editors constructed: on seeing a headline along the lines of “the United States has legalized a class of token”, all this document supports is that the SEC has proposed a regime for offerings and disclosure with a comment period running to October 20, 2026 — and as to which crypto asset it applies to, the document does not say.

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