SEC, 새로운 암호자산 제공 면제 제안

2026년 8월 18일, 증권거래위원회(SEC)는 규제 암호자산(Regulation Crypto Assets)을 제안했습니다. 이는 암호 프로젝트가 1933년 증권법에 등록하지 않고도 미국 투자자에게 투자 계약을 판매할 수 있게 하는 새로운 제공 체계이며, 4년 동안 500만 달러, 12개월 동안 7500만 달러로 제한된 두 가지 면제를 통해 이루어집니다. 이 제안은 Release Nos. 33-11434 and 34-106150로 발행되었으며, 수년간 직원 성명서와 집행 조치 이후 SEC가 지속 가능한, 위원회 채택 규칙을 암호 자본 조달에 처음으로 시도하는 것입니다.

The release lands five months after the Commission’s 2026년 3월 17일 interpretation that sorted crypto assets into five categories and held that only one of them, digital securities, is itself a security. Regulation Crypto Assets addresses what that interpretation left open: how a project whose token is not a security can still legally sell the investment contract wrapped around that token to raise money.

두 가지 면제가 허용하는 내용

The startup exemption covers offerings of up to $5 million during a four-year period. It is designed for early-stage projects and would also cover airdrops and network-reward distributions that meet its conditions, with principles-based narrative disclosures made available to investors, according to the proposing release.

The fundraising exemption is the larger rail: up to $75 million in any 12-month period, structured in two tiers and modeled on Regulation A, the exemption under which most compliant tokenized offerings in the U.S. have been sold to date. Issuers using it would file a disclosure document with the Commission covering the investment contract, the issuer’s financial condition, and financial statements, and would take on ongoing reporting obligations. Both exemptions require the principles-based disclosures, and issuers relying on either remain subject to the antifraud and antimanipulation provisions of the federal securities laws.

The third prong is a conditional safe harbor from the term “investment contract” itself. If a project satisfies its conditions, the crypto asset would be deemed no longer subject to an investment contract under either the Securities Act or the Securities Exchange Act of 1934, which is the exit from SEC jurisdiction that the March interpretation described but did not operationalize. A fourth element would preempt state securities registration and qualification requirements for offerings under the regime and for certain secondary transactions in those contracts, by defining purchasers as qualified purchasers under the Securities Act’s preemption provision.

The proposing release also creates a family of new forms, including a Form 1-CRYPTO offering statement and annual, semiannual, and current report forms for issuers under the fundraising exemption, all filed electronically on EDGAR. Offering limits under both exemptions would be adjusted for inflation at least once every five years.

제안 뒤의 문서

The Commission had scheduled the proposal for an open meeting on 2026년 8월 14일, according to the Sunshine Act agenda posted 2026년 8월 10일, which listed the Division of Corporation Finance as the sponsoring office. The rulemaking docket, File No. S7-2026-27, appears on the agency’s rulemaking activity page with an issue date of 2026년 8월 18일.

The blueprint was public well before that. In remarks at the DC Blockchain Summit on 2026년 3월 17일, Chairman Paul Atkins sketched the same three-part structure and traced it to the token safe harbor framework Commissioner Hester Peirce first published in 2020년 2월. The figures he floated then, $5 million for the startup exemption and $75 million for the fundraising exemption, match the numbers in the formal proposal.

The same speech also delivered the line that now frames the entire project, as Atkins described the Commission’s narrowed jurisdiction over crypto assets.

“We are not the Securities and Everything Commission, anymore,” Atkins said in the March remarks.

The proposing release describes the fundraising exemption’s mechanics as modeled “in large part” on Regulation A. That matters to issuers for a practical reason: Regulation A Tier 2, which caps raises at $75 million in 12 months, has been the workhorse exemption for qualified token offerings in the U.S., but it is available only for equity, debt, and convertible securities. An investment contract over a non-security token fits none of those categories, which is precisely the gap the new regime is built to close. Securities.io has covered how tokenized securities function as wrappers on traditional instruments, and the proposal keeps that distinction intact: tokenized stocks and bonds remain securities under the March interpretation and are excluded from the new exemptions.

제안 자체가 명시하는 제한

The proposal’s own text draws its boundaries. The exemptions apply only to covered investment contracts, defined as investment contracts where the subject crypto asset is not itself a security and no other asset is bundled in, so a token sale packaged with company equity would need a different path. The safe harbor is conditional rather than automatic, and both exemptions are non-exclusive, meaning issuers keep access to Regulation D, Regulation A, and other existing exemptions. Nothing in the release changes the treatment of digital securities, which the Commission has said remain fully subject to the securities laws.

Comments on File No. S7-2026-27 are due 60 days after the release is published in the Federal Register, which had not yet occurred as of the proposal’s issuance on 2026년 8월 18일, according to the rulemaking summary page. The comment file is open on the SEC’s website, and the agency will post submissions publicly as they arrive.