By Paul Tierno
On June 23, 2025, chamber committees on financial services and agriculture reported HR 3633The law on the clarity of the digital asset market of 2025 (or the Clarity Act). The bill would give the Commodity Futures Trading Commission (CFTC) a central role in the regulation of digital products and related intermediaries while preserving certain aspects of the authority of the Security and Exchange Commission (SEC) on cryptographic transactions of the primary market, subject to a new limited exemption from the requirements for the registration of the SEC.
The bill would define digital goods As a digital intake whose value is “intrinsically linked” to the use of blockchain. The term digital goods excluded titles, derivatives and stablecoins. A summary of the main provisions of modification of the nature of a substitute is below. To find out more about the Clarity Act, see CRS Insight in 12584, Crypto legislation: potential effects of the Clarity Act (HR 3633) on the jurisdiction of the dryby Eva Su.
Decisive Mature Blockchains
HR 3633 would require that the value of a digital goods linked to a mature blockchain to be “substantially derived from the use and operation of the blockchain”, that it does not restrict or favor users, and that it limits the property by certain holders to less than 20% of the units in progress, among others. Maturity (or planned maturity) would be a prerequisite for certain characteristics of the framework of the bill.
The bill would allow a digital product transmitter to certify to the dry that its related blockchain is mature And would identify the criteria by which the dry would evaluate the maturity of the blockchain. HR 3633 would define Mature blockchain as “A blockchain system, as well as its related digital product, which is not controlled by any person or group of people under joint control.”
Jurisdiction of the dry
The bill would provide an exemption from Law on securities of 1933Registration requirement for investment contract offers involving digital products on mature blockchains that meet certain conditions. Emitters that are on the exemption would be necessary to limit sales of digital products to $ 75 million over a period of 12 months. HR 3633 would require transmitters that rely on the exemption to file a “declaration of tenders”. Digital product issuers linked to blockchains that are not mature would have additional reporting requirements. The bill would order the SEC to write rules within 270 days of the promulgation of implementation of additional requirements for blockchains who fail to mature and would be authorized to limit the appeal of such an issuer with regard to the exemption to collect additional funds.
The bill would not limit access to accredited investors on the basis of income or net value participation thresholds.
The bill suggests that some of the digital products subject to this bill may also be Intestration contractts– Digital active ingredients which, among other traits, are sold in accordance with investment contracts (a type of security). However, the bill specifies that an “investment contract” does not include an “investment contract”. This seems to imply that an instrument must be issued through an investment contract to be considered as an “investment contract”, but that an “investment contract” is not itself an investment contract and therefore not as a guarantee.
HR 3633 would allow the traditional securities markets that the participants registered with the SEC undertake secondary market The exchanges during notification – but no recording with – The CFTC provided the regulation of the two agencies is “consistent”. The bill would authorize a Alternative trading system (ATS) Registered with the SEC, subject to certain limits, to exchange any digital goods which meets registration standards. The SEC would have the jurisdiction and the regulatory authority on the transactions of digital products of these market players.
CFTC jurisdiction
The bill would provide the CFTC an exclusive regulatory competence on digital raw material transactions, in particular on the spot or cash markets – by or on any entity registered with or must be registered with it. The bill would require Digital product exchanges (DCES), such as centralized platforms which currently dominate cryptographic trading, and Digital products brokers And merchants To register with the CFTC. The bill would establish basic principles, with which exchanges would be required to comply, and include monitoring of exchanges, the holding of files and reports, the fight against antitrust considerations and the minimization of conflicts of interest, among others. The bill would prohibit a DCE to offer its assets with those of customers, but a customer could give up this for certain reasons. The bill would prohibit DCE and their affiliated companies from negotiating for their own accounts, but would allow the CFTC to write rules allowing such negotiation for certain specified purposes. The bill would require the code of bankruptcy to be updated to take into account the funds held by DCES but to omit the funds given up for the ban on walting.
The DCEs would be authorized to offer commercial commercial products only whose related blockchains are certified as mature or – for blockchains which are not yet mature – whose transmitters comply with the requirements of current reports. Before listing the new digital products, DCES would be required to publish certain information, including the source code, the history of transactions and the “economy of digital products”. New certifications would become in force 20 days after the deposit. DEPROID CFTC would require a detailed analysis.
Provisional recording and other provisions
HR 3633 Would establish a provisional registration which would regulate the DCE, the brokers and the concessionaires until the implementation of the bill. Entities that apply to registration would be considered to be in accordance with the provisional recording regime subject to certain conditions, in particular the protection of customer assets and allowing the CFTC to access their books and files. A provision allowing the CFTC to collect costs of the intermediaries deposited under provisional recording at sunset after four years.
Decentralized financial activities, such as validation, would be excluded from the requirements of the bill but not from the anti-fraud and anti-management authorities of agencies.
The bill would also be:
- Apply it Banking secrecy to new DCEs, brokers and concessionaires, subjecting them to its anti-flowage requirements;
- modify the Bank companies law allow financial portfolio companies and eligible banks to carry out digital product activities;
- Limit the dry and CFTC jurisdiction on stable and co -control payment to transactions involving registered entities; And
- Create a qualified requirement as a custodian of digital assets (which may include banks) which may be subject to state or federal regulations by various regulators, depending on the type.
