H.R. 3633 — Digital Asset Market Clarity Act

This section adds 11 new definitions to Section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)), including: (1) blockchain, as publicly available source code for a cryptographically linked distributed ledger; (2) blockchain application, as publicly available executable software deployed to a blockchain (e.g., smart contracts); (3) blockchain protocol, as publicly available source code executed by blockchain network participants; (4) blockchain system, as a blockchain with its protocol and applications; (5) decentralized governance system, as a transparent, rules-based system for blockchain consensus not under centralized control (treating participants as separate persons unless under common control); (6) digital asset, as a digital representation of value on a cryptographically secured distributed ledger; (7) digital commodity, cross-referencing the Commodity Exchange Act definition; (8) digital commodity affiliated person, as a person owning 5% or more of a digital commodity, a founder, or executive officer of its issuer (excluding decentralized governance systems); (9) digital commodity issuer, as a person issuing or offering a digital commodity (prohibiting evasion); (10) digital commodity related person, as a promoter, senior employee, or 1% owner affiliated with an issuer (excluding decentralized governance systems); and (11) end user distribution, as a broad, equitable distribution of a digital commodity for nominal value (e.g., incentive rewards to users).

This section amends the definitions in §3(a) of the Securities Exchange Act of 1934 (1) by redesignating the second paragraph (80), relating to funding portals, as paragraph (81); (2) by defining "Bank Secrecy Act" to include §21 of the Federal Deposit Insurance Act (12 U.S.C. 1829b), chapter 2 of title I of Public Law 91-508 (12 U.S.C. 1951 et seq.), and subchapter II of chapter 53 of title 31, United States Code; and (3) by defining digital commodity-related terms—blockchain system, decentralized governance system, digital asset, digital commodity affiliated person, digital commodity issuer, digital commodity related person, digital commodity broker, digital commodity dealer, digital commodity exchange, end user distribution, mature blockchain system, permitted payment stablecoin, permitted payment stablecoin issuer, decentralized finance messaging system, and decentralized finance trading protocol—with the meanings given those terms in §2(a) of the Securities Act of 1933 and §1a of the Commodity Exchange Act.

This section amends definitions in the Commodity Exchange Act by (1) adding "digital commodity" to the exclusions from "trading in commodity interests" for commodity pool operators (in paragraph (10)(A)), commodity trading advisors (in paragraph (11)(A)(i)), and leveraged or inverse contracts (in paragraph (12)(A)(i)); (2) providing, for each of those terms, an exclusion from "trading in commodity interests" for transacting in digital commodities when acting as a digital commodity custodian, establishing or managing inventory or payment instruments for commercial purposes, or maintaining or supporting blockchain operations or transaction validation; and (3) inserting new paragraph (16) to define associated person of a digital commodity broker or dealer (excluding clerical or ministerial functions), Bank Secrecy Act (cross-referencing specified statutes), decentralized finance messaging system (excluding systems allowing third-party control over user funds or transactions), decentralized finance trading protocol (excluding systems subject to centralized control), and digital commodity (a digital asset intrinsically linked to a blockchain system). (Thus, these changes generally exclude specified digital asset activities from CEA regulation of commodity interests.)

This section establishes definitions for terms used in this Act by cross-referencing existing statutes as follows: (1) section 1a of the Commodity Exchange Act (7 U.S.C. 1a) for decentralized finance messaging system, decentralized finance trading protocol, digital commodity, digital commodity broker, digital commodity dealer, digital commodity exchange, and mixed digital asset transaction; (2) section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) for blockchain, blockchain system, blockchain protocol, decentralized governance system, digital asset, digital commodity issuer, end user distribution, mature blockchain system, permitted payment stablecoin, and permitted payment stablecoin issuer; and (3) section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) for Bank Secrecy Act, securities laws, and self-regulatory organization.

This section requires the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) to jointly— (1) issue rules further defining specified terms related to blockchain systems, digital commodities, decentralized finance, unilateral authority, and programmatic functioning, as used in the Securities Act of 1933, Securities Exchange Act of 1934, and Commodity Exchange Act (subsection (a)); (2) issue rules applicable to mixed digital asset transactions, including defining that term (subsection (b)); (3) preserve the right of U.S. individuals to self-custody digital assets using hardware or software wallets and to conduct direct peer-to-peer transactions for personal use (not in a custodial or fiduciary capacity), if not involving financial institutions or sanctioned property—while affirming enforcement authorities under specified laws, including the Bank Secrecy Act and Fentanyl Sanctions Act special measures (subsection (c)); (4) issue, not later than 180 days after enactment, rules, procedures, or guidance on delisting assets for trading under section 106 if inconsistent with the Commodity Exchange Act, securities laws, or this Act (subsection (d)); and (5) issue, not later than 360 days after enactment, rules establishing a process—including standardized applications, public comments, consultations with regulators, and a final determination not later than 270 days after a completed application—for joint orders or determinations on portfolio margining of securities, swaps, security-based swaps, futures, options, and digital commodities across specified accounts, if in the public interest and protective of customers (subsection (e)).

This section requires the Commodity Futures Trading Commission (CFTC) to adopt, within 180 days of enactment, an expedited registration process for digital commodity brokers and dealers (under CEA §4u) and digital commodity exchanges (under CEA §5i), with mandatory registration within 90 days after process adoption (unless exempted). Registered persons enter provisional status—subject to this section, the Commodity Exchange Act (CEA), and related rules, including fees under §410—until 270 days after final rulemakings under CEA §4u (for brokers/dealers) or §5i (for exchanges); during this period, they may continue operations in digital assets offered pre-registration until the joint definitions rulemaking under §105(a) is effective (except ceasing activities in assets delisted under §105(d)), and the CFTC may grant exemptions to promote innovation, competition, or customer protection. This section further requires such persons to disclose their unregistered status to customers in documents and materials beginning 30 days after enactment, with the requirement expiring upon registration.

This section provides that nothing in this Act affects or applies to (1) agreements, contracts, or transactions subject to the Commodity Exchange Act (CEA) as a contract of sale of a commodity for future delivery, option on such a contract, swap, security futures product, CEA-authorized option, certain CEA-exempt foreign currency transactions, or CEA-authorized leverage transaction; (2) agreements, contracts, or transactions subject to the securities laws as a security-based swap, security futures product, or security-based option; or (3) activities of any person with respect to such agreements, contracts, or transactions. The section further specifies that nothing in this Act authorizes a digital commodity exchange, digital commodity broker, or digital commodity dealer to engage in CEA-covered activities described in subsection (a)(1) solely by virtue of such registration. Terms used have the meanings provided in the CEA or its regulations.

This section expands Commodity Exchange Act prohibitions on federal government employees and agents, Members of Congress and congressional employees, and judicial officers and employees using nonpublic information acquired through their positions for personal gain to enter into, or offer to enter into, a contract of sale of a digital commodity (in addition to a contract of sale of a commodity for future delivery or option thereon, certain options, and a swap). It makes parallel expansions to prohibitions on such persons imparting nonpublic information to others for use in those transactions.

This section exempts non-controlling blockchain developers or providers of blockchain services (i.e., those lacking unilateral control over user digital assets) from classification as money transmitters or similar registration requirements solely for (1) creating or publishing software to facilitate blockchain creation or maintenance; (2) providing hardware or software enabling customer custody of digital assets; or (3) providing infrastructure support for blockchain services. It preserves other potential classifications as money transmitters or financial institutions under existing state or federal law (including anti-money laundering and counter-terrorism financing requirements) based on conduct outside these activities. The section does not affect intellectual property laws; authorizes states to enforce consistent laws; and preempts inconsistent state or local laws creating liability.

This section expands the definition of financial institution under the Bank Secrecy Act (BSA)—which requires financial institutions to help detect and prevent money laundering and terrorist financing—to include digital commodity brokers, digital commodity dealers, and digital commodity exchanges registered or required to register under the Commodity Exchange Act that permit direct customer access. Directs the Secretary of the Treasury, acting through the Director of the Financial Crimes Enforcement Network (FinCEN) and in consultation with the Commodity Futures Trading Commission (CFTC), to issue BSA requirements for these entities that are consistent with those applicable to futures commission merchants but tailored to the entities' size and complexity, including requirements to (1) establish and maintain an anti-money laundering/countering the financing of terrorism (AML/CFT) program that includes risk assessment, internal policies and controls, a compliance officer, employee training, and independent audits; (2) retain transaction records; (3) monitor for and report suspicious activity (potentially using distributed ledger analytics); and (4) maintain a customer identification program with appropriate customer due diligence. Requires these entities to comply with all U.S. sanctions laws and regulations administered by the Office of Foreign Assets Control (OFAC).

This section establishes a rule of construction clarifying that nothing in this Act or its amendments limits the application of ethics statutes and regulations administered by the Office of Government Ethics, or Senate and House ethics rules, including 18 U.S.C. § 208 (prohibiting participation in matters affecting a personal financial interest) and 5 C.F.R. §§ 2635.702 (use of public office for private gain) and 2635.802 (impartiality in performing duties). It states that such authorities prohibit any member of Congress or senior executive branch official from issuing a digital commodity during public service and deems a special Government employee, as defined in 18 U.S.C. § 202(a) (i.e., generally an officer or employee serving not more than 130 days in any 365-day period), an executive branch employee for purposes of complying with § 208.

This section directs the Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission (SEC)—individually or jointly where required—to promulgate rules and regulations required under this Act not later than 360 days after enactment, unless otherwise provided. The section further authorizes the commissions, prior to applicable effective dates in the Act, to promulgate permitted or required rules, conduct required studies, register persons, and exempt persons, agreements, contracts, or transactions, provided such actions do not become effective before the otherwise applicable effective date.

This section defines an "investment contract asset" under the Securities Act of 1933 (15 U.S.C. 77b(a)) as a digital commodity (1) that can be exclusively possessed and transferred person-to-person without necessary reliance on an intermediary and is recorded on a blockchain, and (2) that is sold or otherwise transferred, or intended to be so transferred, pursuant to an investment contract (i.e., under the Howey test, an investment of money in a common enterprise with expectation of profits from others' efforts). It further excludes investment contract assets from the definition of "investment contract" in (1) the Securities Act of 1933, (2) the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(18)), (3) the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(36)), (4) the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(10)), and (5) the Securities Investor Protection Act of 1970 (15 U.S.C. 78lll(14)). (Thus, such assets are not treated as securities under these laws when sold pursuant to an investment contract.)

This section amends the Securities Act of 1933 (15 U.S.C. 77a et seq.) by (1) adding a new exemption in section 4(a)(8) for offers or sales of an investment contract involving units of a digital commodity by its issuer (including controlled affiliates), if (A) the related blockchain system is or will be a mature blockchain system under Exchange Act section 42 within four years of the first such sale or this provision's effective date (subject to SEC extensions); (B) aggregate consideration received in reliance on the exemption over the prior 12 months, including the current offering, does not exceed $50 million (annually adjusted for CPI); (C) the purchaser owns no more than 10% of outstanding digital commodity units post-transaction; (D) the issuer is not disqualified (e.g., foreign-organized, blank-check company, investment company, fractional mineral interests, recent SEC revocation order subject, or Regulation Crowdfunding bad actor); and (E) the issuer complies with new section 4B(b); and (2) inserting new section 4B requiring such issuers to file an SEC offering statement with financial information, issuer and blockchain descriptions, distribution and proceeds plans, maturity status, source code details (including audits), transaction verification steps, and digital commodity economics (with SEC anti-fraud authority under section 17 applying). (Thus, this creates a conditional registration exemption for specified digital asset primary offerings, akin to Regulation A but limited to digital commodities with blockchain maturity paths.)

This section provides that the offer or sale in secondary markets of a digital commodity—originally involving an investment contract—by a person other than the issuer, agent, or underwriter is not deemed an offer or sale of a security under the Securities Act of 1933, Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Exchange Act of 1934, Securities Investor Protection Act of 1970, or applicable state law. It further specifies that end user distributions do not involve the offer or sale of a security and defines "agent," with respect to a digital commodity issuer, as any person directly or indirectly controlled by the issuer or under direct or indirect common control with the issuer.

This section establishes restrictions on offers and sales of digital commodities by digital commodity related persons and digital commodity affiliated persons who acquired such commodities directly from the issuer (or agent/underwriter) pursuant to an investment contract exempt under section 4(a)(8) or another exemption, treating violations as issuer conduct subject to Commission jurisdiction. Prior to certification of the related blockchain system as a mature blockchain system under section 42 of the Securities Exchange Act of 1934, such persons may offer or sell if required reports are filed, the units have been held for at least 12 months, and the aggregate amount sold is (i) 5-20% (exact percentages to be set by Commission rule) of total units acquired by such persons in any 12-month period and (ii) 30-50% (exact percentages to be set by Commission rule) of total units acquired by such persons overall. After mature blockchain certification, digital commodity related persons may offer or sell such units if required information is publicly available, while digital commodity affiliated persons may do so if such information is available, the units have been held for the earlier of 12 months or 3 months post-certification, and the aggregate amount sold in any 12-month period is 5-10% (exact percentage to be set by Commission rule) of the total outstanding digital commodity. The Commission must issue rules within 270 days of enactment to set such percentages—consistent with investor protection, fair markets, capital formation, and mature blockchain development—and may exempt the overall limit prior to certification if accompanied by specified disclosures. Using a digital commodity for programmatic blockchain functioning is not an offer or sale.

This section establishes a certification process under the Securities Exchange Act of 1934 for blockchain systems associated with digital commodities to be deemed "mature blockchain systems" (i.e., not controlled by any person or group under common control). It authorizes digital commodity issuers, related or affiliated persons, decentralized governance systems, registered digital commodity exchanges, or other Commission designees to file certifications with the SEC, including information on system operations, commodity functionality, market value derivation from programmatic functions, governance, and material roles of related persons. Certifications become effective 60 days after SEC receipt unless rebutted or stayed for inadequate explanation or novel issues (with one additional 120-day stay possible, public comment period of at least 30 days, and public disclosure of certifications, stays, reasons, and responses). Rebuttals are appealable de novo to the U.S. Court of Appeals for the D.C. Circuit within 60 days, and rebutted systems cannot be recertified for 90 days. It expresses the sense of Congress on establishing maturity criteria to protect investors, maintain fair and efficient markets, and facilitate capital formation; and directs the SEC to issue rules identifying maturity conditions, without imposing additional criteria beyond those in subsection (c) or limiting alternative conditions for non-control.

This section establishes the effective date for this title and its amendments as 360 days after enactment, except that provisions requiring rulemaking take effect on the later of 360 days after enactment or 60 days after publication of the final implementing rule in the Federal Register.

This section excludes digital commodities and permitted payment stablecoins (terms defined in the Securities Act of 1933) from the definition of "security" in the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940, Investment Company Act of 1940, and Securities Investor Protection Act of 1970. (Thus, these assets are exempt from federal securities registration, disclosure, broker-dealer, investment adviser, investment company, and investor protection requirements under those statutes.) It further provides that permitted payment stablecoins do not qualify as "cash," and claims for them do not qualify as "claims for cash," under the Securities Investor Protection Act.

This section amends Section 10 of the Securities Exchange Act of 1934 (15 U.S.C. 78j) to (1) reposition the securities lending prohibition as subsection (c), (2) add new subsection (d) prohibiting the use of any manipulative or deceptive device in connection with the purchase or sale of any permitted payment stablecoin or digital commodity by or through a broker, dealer, national securities exchange, or alternative trading system, and (3) extend antifraud rules promulgated under subsection (b) and related judicial precedents to such stablecoin and digital commodity transactions to the same extent as they apply to securities transactions. The section also inserts new Section 6A into the Securities Exchange Act of 1934 to authorize brokers, dealers, national securities exchanges, and alternative trading systems to broker, trade, and custody permitted payment stablecoins and to limit SEC jurisdiction over such transactions to circumstances in which the stablecoins are brokered, traded, or custodied by or through those entities.

This section amends the Securities Exchange Act of 1934 to prohibit the Securities and Exchange Commission (SEC) from denying a trading platform an exemption from national securities exchange registration under specified rules—including those relating to the definition of "exchange"—on the basis that the platform trades digital commodities, permitted payment stablecoins, or securities. It further excludes from the statutory definition of an exchange "facility" (i) an alternative trading system (ATS) predominantly facilitating trades of digital commodities, permitted payment stablecoins, or both relative to its securities traded and (ii) a digital commodity exchange. (Thus, such ATS and exchanges may operate without constituting an exchange facility.) It also includes a rule of construction clarifying that the provision does not prohibit a national securities exchange from owning or operating other types of ATS or create a presumption that such ATS are exchange facilities.

This section establishes requirements for entities dual-registered with the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) as permitted under section 15(p) of the Securities Exchange Act of 1934 (i.e., digital commodity brokers or dealers). Specifically, it (1) requires such dual-registered entities to establish, maintain, and enforce written policies and procedures to mitigate conflicts of interest, including with SEC-registered affiliates; (2) directs the SEC to prescribe rules exempting multi-registered entities from duplicative, conflicting, or unduly burdensome provisions of the Securities Exchange Act if such exemptions protect investors, maintain fair and orderly markets, and facilitate capital formation; (3) requires the SEC to direct any registered national securities association with relevant dual-registered members or members transacting in permitted payment stablecoins to revise its rules for compliance; (4) requires the SEC to enter a memorandum of understanding with the CFTC for non-duplicative supervision and enforcement and for information sharing; and (5) specifies that nothing limits CFTC anti-fraud, anti-manipulation, or false reporting authorities with respect to commodity contracts.

This section authorizes brokers, dealers, transfer agents, national securities exchanges, investment advisers, and investment companies to utilize records from blockchain systems to satisfy books and records requirements under the Securities Exchange Act of 1934, Investment Advisers Act of 1940, and Investment Company Act of 1940, consistent with SEC rules. It directs the Securities and Exchange Commission to issue or revise such rules within 180 days of enactment.

This section authorizes dual registrations with the Commodity Futures Trading Commission (CFTC) for certain Securities and Exchange Commission (SEC)-registered entities handling digital commodities, as follows: (1) registered brokers or dealers as a digital commodity broker or digital commodity dealer; (2) a national securities exchange or affiliate thereof as a digital commodity exchange; and (3) an alternative trading system or its operator as a digital commodity exchange. Such entities must provide notice to the SEC, as prescribed, of any CFTC registration application.

This section designates digital commodities as covered securities under Section 18(b) of the Securities Act of 1933, exempting them from state laws, rules, regulations, or orders requiring registration or qualification of securities or securities transactions (and from merit-based conditions on their offer or sale). It further provides that nothing in this section (or specified related sections) limits existing state securities commission authority under Section 18(c)(1) with respect to covered securities or any security (i.e., states retain anti-fraud enforcement, notice filing, and fee authority).

This section establishes a new exclusion under the Securities Exchange Act of 1934 (Exchange Act) for persons engaging directly or indirectly in specified decentralized finance (DeFi) and blockchain activities—whether singly or in combination—including (1) compiling or relaying network transactions, sequencing, or validating; (2) providing computational work, operating nodes or oracles, or network bandwidth; (3) providing user interfaces to access blockchain data; (4) developing or maintaining blockchain systems or DeFi trading protocols; (5) developing DeFi messaging systems or operating liquidity pools for spot digital commodity contracts; and (6) developing software enabling users to self-custody digital assets or private keys. The exclusion does not apply to the Securities and Exchange Commission's (SEC) anti-fraud and anti-manipulation authorities. (Thus, DeFi participants are exempt from Exchange Act registration, reporting, and conduct requirements but remain subject to SEC enforcement against fraud or manipulation.)

This section prohibits the appropriate Federal banking agency, National Credit Union Administration (for credit unions), and Securities and Exchange Commission from requiring a depository institution, national bank, Federal credit union, State credit union, trust company, broker, dealer, or affiliate thereof to (1) include off-balance-sheet custody assets—including digital commodities or permitted payment stablecoins—as liabilities on its financial statement or balance sheet; or (2) hold regulatory capital against such assets or their reserves, except as needed to cover operational risks as determined by the relevant regulator. The section incorporates existing statutory definitions of Federal credit union and State credit union.

This section directs the Securities and Exchange Commission (SEC), not later than 270 days after the date of enactment, to issue rules requiring registered brokers and dealers to provide investors with written disclosures—prior to receiving, acquiring, or holding for such investors a digital commodity, permitted payment stablecoin, or investment contract involving a unit of a digital commodity—describing (1) the treatment of those assets in a broker or dealer insolvency, resolution, or liquidation proceeding under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities Investor Protection Act of 1970 (SIPA), or Bankruptcy Code chapters 7 or 11; and (2) how that treatment differs from the treatment of securities and cash under those same laws.

This section amends the Bank Holding Company Act of 1956 to authorize bank holding companies to engage in digital commodity activities as financial in nature. It authorizes national banks to use a digital asset or blockchain system to perform, provide, or deliver any otherwise authorized activity, function, product, or service (without exempting such activities from otherwise applicable requirements). It further permits insured state banks and their subsidiaries to engage as principal in such activities under the Federal Deposit Insurance Act (i.e., providing parity with national banks).

This section sets the effective date for this title and its amendments as 360 days after enactment, except that provisions requiring rulemaking take effect on the later of 360 days after enactment or 60 days after publication of the final implementing rule in the Federal Register.

This section requires the Securities and Exchange Commission (SEC), in consultation with the Commodity Futures Trading Commission (CFTC), to require any registered entity facilitating the trading of digital commodities or investment contracts involving units of a digital commodity to provide clear and accessible educational materials to the public, including (1) an overview of how blockchain technology functions; (2) a description of common risks associated with digital commodities; (3) a description of the differences between digital commodity markets and traditional financial markets; (4) information on reporting requirements related to digital commodity transactions or investment contracts involving units of a digital commodity; and (5) guidance on recognizing fraudulent schemes and instructions for reporting suspected fraud.

This section reduces the maximum aggregate surplus funds permitted for Federal Reserve Banks to $6,810,000,000 (from $6,825,000,000), effective September 30, 2035. (Thus, any excess surplus funds must be transferred to the Treasury general fund.)

This section amends the Commodity Exchange Act (CEA) to clarify the Commodity Futures Trading Commission's (CFTC) jurisdiction over certain digital commodity and permitted payment stablecoin transactions. Specifically, it (1) adds a savings clause preserving the CEA's applicability to existing futures, swaps, security futures products, options, and related activities unaffected by the CLARITY Act of 2025; (2) excludes permitted payment stablecoins from CEA jurisdiction over certain off-exchange transactions; (3) permits digital commodity brokers to offer margin financing for digital commodity purchases or sales, subject to CFTC rules based on commercial spot practices and resulting in delivery to or from customer accounts; and (4) makes conforming amendments to CEA sections 1a(9) and 2(a)(1)(A). The section further grants the CFTC exclusive jurisdiction over accounts, agreements, contracts, or transactions involving digital commodities or tradable assets (as defined in CEA §4x)—including cash or spot markets—offered, traded, or dealt in on or subject to rules of registered entities (e.g., designated contract markets) or by CFTC registrants. (Such jurisdiction excludes custodial or depository activities by federally or state-regulated banking entities and securities offerings or investment contracts involving digital commodities; it also excludes mixed digital asset transactions, though CFTC may inspect related books and records of certain SEC registrants on request, subject to CEA §8 confidentiality.) Additionally, the section grants the CFTC limited jurisdiction over cash or spot permitted payment stablecoin transactions on registered entities or by CFTC registrants—treating them as digital commodities solely for regulating offers, executions, solicitations, or acceptances—but prohibits CFTC rules, requirements, or obligations on stablecoin issuers or their operations. (As background, the CEA generally excludes spot commodity transactions from CFTC oversight except where they have futures-like characteristics; these changes extend CFTC authority to certain crypto-related spot markets while carving out banking, securities, and issuer activities.)

This section modifies futures commission merchant (FCM) customer fund segregation requirements under the Commodity Exchange Act to authorize and require the use of qualified digital asset custodians for digital assets. Specifically, it (1) permits commingling and deposit of such funds in accounts at any bank, trust company, or qualified digital asset custodian, as applicable (previously, any bank or trust company only); and (2) requires that any such customer property that is a digital asset be held in a qualified digital asset custodian. (Thus, FCMs may use qualified digital asset custodians to hold customer digital assets while maintaining segregation from the FCM's proprietary funds.)

This section amends CEA Section 5c, which governs registered entities' submission of new rules, rule amendments, contracts, or instruments to the CFTC (generally via self-certification effective after 10 business days unless disapproved), as follows: (1) adds a cross-reference to new CEA Section 5i(c); (2) includes "digital commodity exchange" alongside derivatives clearing organizations in emergency rule procedures; (3) makes technical changes to self-certification procedures, including a special rule requiring certification under new subsection (d) for digital commodity contracts; and (4) inserts new subsection (d) establishing a certification process for eligible entities to list or offer digital commodities for trading in cash or spot markets. Under new subsection (d), an eligible entity submits a written certification (including analysis of compliance with CEA Section 5i(c)(3)) that becomes effective after 20 business days (or 1 business day for previously certified digital commodities) unless the CFTC disapproves based on inconsistency with the CEA; the CFTC may extend review twice by 30 business days each for novel issues or deficiencies and must publicize any disapproval with analysis; modifications to certifications follow the same process; and persons seeking CFTC registration may request prior approval of a digital commodity listing, with CFTC action required within 90 business days. (Thus, this enables CFTC oversight of digital commodity spot trading by eligible entities, which may include digital commodity exchanges or other registrants, while allowing reliance on SEC or state disclosures.)

This section amends the Commodity Exchange Act (7 U.S.C. 1 et seq.) by inserting new section 5i after section 5h to require trading facilities offering or seeking to offer a cash or spot market in at least one digital commodity to register with the Commodity Futures Trading Commission (CFTC) as a digital commodity exchange, including submission of an application with required information. The section provides exemptions from registration for facilities with no more than a de minimis amount of trading activity, as determined by CFTC rule, or those serving only customers in a single U.S. state, territory, or possession. It further directs the CFTC to (1) prescribe rules exempting multi-registered entities from duplicative or burdensome provisions, addressing conflicts of interest, and potentially allowing portfolio margining; (2) require registered digital commodity exchanges handling segregated customer funds to join a registered futures association and comply with related rules; and (3) mandate registration regardless of other state or federal registrations. This section applies CEA prohibitions on fraud and manipulation (ss. 4b, 4c, and 4b-1) to digital commodity transactions as if they were futures contracts; prohibits a digital commodity exchange or affiliate from trading for its own account on the exchange, subject to exceptions for customer-directed trades, risk management, operational needs, or blockchain functionality (with CFTC rulemaking authority and prior notice requirement); and establishes core principles with which registered exchanges must comply, granting exchanges reasonable discretion in implementation unless specified otherwise by CFTC rule.

This section establishes a definition of "qualified digital asset custodian" under the Commodity Exchange Act (CEA) for persons holding digital assets on behalf of CEA registrants or their customers. The definition requires compliance with (1) supervision for custody and safekeeping by federal banking agencies, the National Credit Union Administration, the CFTC, the SEC, specified state supervisors, or appropriate foreign authorities; and (2) additional standards prohibiting supervisory bans on such custody, information sharing with the CFTC on request, and—for CFTC registrants—rules requiring safeguards, conflict mitigation, and separate governance for custodial functions. "Adequate supervision and appropriate regulation" entails minimum standards including capital requirements, customer asset protection, recordkeeping, audited financials, anti-money laundering and cybersecurity compliance, business continuity plans, and complaint resolution procedures. The CFTC may further define these terms by rule, deem existing state-licensed trust company custodians compliant (with a transition period of not less than 2 years), and temporarily suspend any requirements by rule or order.

This section amends the Commodity Exchange Act to establish registration, membership, capital, reporting, recordkeeping, and daily trading record requirements for digital commodity brokers and dealers under Commodity Futures Trading Commission (CFTC) oversight. Specifically, it (1) makes it unlawful to act as a digital commodity broker or dealer without CFTC registration and membership in a registered futures association; (2) directs the CFTC to prescribe rules exempting dual registrants from duplicative regulations, addressing conflicts of interest, optionally allowing portfolio margining, limiting activities, and setting standards for disclosure, recordkeeping, margin financing, rehypothecation, business conduct, and supervision related to margined, leveraged, or financed digital commodity transactions with eligible contract participants; (3) prohibits permitting statutorily disqualified persons to effect digital commodity sales; and (4) requires minimum capital to meet registrant and customer obligations, with futures commission merchants, introducing brokers, digital commodity brokers, digital commodity dealers, brokers, and dealers complying with the stricter of CEA or Securities Exchange Act capital rules.

This section establishes Commodity Futures Trading Commission (CFTC) registration requirements for associated persons of digital commodity brokers and digital commodity dealers, prohibiting such persons from acting in that capacity without current registration and prohibiting the brokers and dealers from permitting unregistered persons to do so if they knew or should have known of the lack of registration. The section also makes conforming changes by redesignating subsections (4) through (6) of CEA section 4k as subsections (5) through (7), adding the new entities to the list in redesignated subsection (5), and updating cross-references throughout the CEA.

This section expands the registration exemption under CEA Section 4m(3)(A) (7 U.S.C. 6m(3)(A)) to commodity pool operators (CPOs), in addition to commodity trading advisors (CTAs), that are registered with the SEC as investment advisers whose business does not consist primarily of acting as a CPO or CTA—as defined in CEA Section 1a—and that do not act as a CTA to any commodity pool engaged primarily in trading commodity interests (and inserts "digital commodities" after "physical commodities" in the definition of "engaged primarily" under subparagraph (C)). The section further adds CEA Section 4m(4), directing the CFTC to promulgate rules providing exemptions for CPOs and CTAs from duplicative, conflicting, or unduly burdensome requirements or to promote responsible innovation, to the extent such exemptions foster fair and orderly cash or spot digital commodity markets, are in the public interest, and are consistent with customer protection. (As background, CPOs manage funds that trade commodity futures, options, and swaps; CTAs provide advice on such trading; and the exemption generally avoids dual CFTC-SEC registration for advisers whose commodity activities are not central to their business.)

This section establishes an exclusion from the Commodity Exchange Act (CEA)—which regulates commodity derivatives trading including futures, options, and swaps—for persons engaging directly or indirectly in specified decentralized finance (DeFi) activities related to blockchain systems or DeFi trading protocols. Such activities include (1) compiling, relaying, searching, sequencing, or validating network transactions; (2) providing computational work, node or oracle services, or network bandwidth; (3) offering user interfaces to read or access blockchain data; (4) developing, publishing, or distributing blockchain or DeFi messaging systems; (5) constituting, administering, or maintaining DeFi messaging systems, trading protocols, or liquidity pools for spot transactions in digital commodities; and (6) developing software or systems (e.g., wallets) enabling users to custody their own digital assets or private keys. (Thus, DeFi developers, node operators, liquidity providers, and similar participants are exempt from CEA registration and other regulatory requirements but remain subject to the Commodity Futures Trading Commission's (CFTC) anti-fraud, anti-manipulation, and false reporting enforcement authorities.)

This section authorizes the Commodity Futures Trading Commission (CFTC) to charge fees to persons in provisional status registered pursuant to section 106—on initial application filing and annually thereafter—with amounts available for obligation only as provided in advance in appropriations acts; permits the CFTC to reduce or eliminate such fees for small or medium filers; requires publication of an annual fee schedule in the Federal Register (with cost estimates and prior submission to congressional agriculture and appropriations committees) within 30 days of enactment for the first fiscal year and at least 90 days before the annual fee due date thereafter; imposes a late payment penalty of 5% of the unpaid fee per consecutive 30-day period elapsed; requires pro rata reimbursement of any fiscal year fee collections exceeding appropriated amounts (excluding penalties) within 60 days after fiscal year-end; deposits fees as discretionary offsetting collections available per appropriations acts; and authorizes appropriations of collected fees to cover CFTC implementation costs under this Act. This section further authorizes the CFTC Chairman to appoint individuals to competitive service positions requiring specialized knowledge of digital commodities markets, financial or capital markets, market structures or surveillance, data analysis, information technology, cybersecurity, or system safeguards—using excepted service appointment authorities (i.e., without regard to competitive service rules)—without converting such positions to the excepted service. This section sunsets all authorities provided after the end of the fourth fiscal year following enactment.

This section establishes limitations under the Commodity Exchange Act on sales of digital commodities by blockchain control persons (i.e., persons or groups with unilateral authority to control or materially alter the functionality, operation, or consensus rules of a mature blockchain system certified under Securities Exchange Act section 42, or to direct voting of 20% or more of the system's outstanding voting power) unless the person files notice with the CFTC confirming or intending such authority and complies with Commission rules requiring (1) public and Commission disclosure of material activities and (2) use of a digital commodity broker or other restrictions on the control person or affiliates to prevent manipulation and promote system maturity.

This section amends the Commodity Exchange Act to (1) establish new section 4x, which requires contracts of sale for a "tradable asset" (i.e., a digital asset other than a digital commodity or one excluded from that definition) to be treated as a digital commodity when offered, solicited, traded, facilitated, executed, cleared, reported, or otherwise dealt in on or subject to the rules of a registered entity (e.g., designated contract market) or other entity registered with the Commodity Futures Trading Commission (CFTC), and authorizes the CFTC to impose additional obligations on such registered persons related to disclosure, recordkeeping, capital, reporting, business conduct, documentation, employee supervision, and segregation; and (2) establish new section 6e, which prohibits offering, soliciting, trading, facilitating, executing, clearing, reporting, or otherwise dealing in contracts of sale for a digital commodity or tradable asset if its primary purpose is to commit fraud or market manipulation, further a scheme violating campaign finance or government ethics laws as determined by a court, or engage in other abusive or market-disruptive conduct, with the CFTC authorized to issue guidance after public notice and comment on relevant criteria.

This section directs the Commodity Futures Trading Commission to issue rules, not later than 360 days after the date of enactment, establishing requirements for the identification, mitigation, and resolution of conflicts of interest among and across registered entities (i.e., designated contract markets, swap execution facilities, derivatives clearing organizations, and swap data repositories under the Commodity Exchange Act) and persons required to be registered with the Commission, including conflicts related to vertically integrated market structures and their varying responsibilities.

This section states the sense of Congress that nothing in this Act or its amendments authorizes any entity to regulate any commodity, other than a digital commodity, on any spot market.

This section states congressional findings on the benefits of digital commodities and blockchain technology for economic growth, efficiency, transparency, and law enforcement, as well as risks to financial markets, consumers, and national security that require protections. It expresses the sense of Congress that the United States should foster the responsible domestic development of these technologies through a tailored regulatory framework that addresses their unique risks and benefits while maintaining investor protections.

This section establishes within the Securities and Exchange Commission (SEC) a Strategic Hub for Innovation and Financial Technology, or FinHub, not later than 180 days after enactment of this section. FinHub, with membership drawn from SEC divisions including Trading and Markets, Corporate Finance, and Investment Management, must (1) serve as a resource for the SEC on emerging financial technology advancements, (2) engage with market participants working on such technologies, and (3) facilitate communication between the SEC and businesses in emerging financial technology fields regarding SEC rules and regulations. Not later than October 31 each year after 2025, FinHub must submit to the SEC an annual summary of its engagement activities—excluding confidential information—for inclusion in the SEC's annual report to Congress.

This section establishes LabCFTC within the Commodity Futures Trading Commission (CFTC)—previously an informal fintech innovation initiative—to promote responsible financial technology innovation and fair competition, serve as an information platform on such innovations, and provide outreach to innovators on the regulatory framework under the Commodity Exchange Act. LabCFTC, led by a director who reports directly to the Commission, must (1) advise the Commission on fintech-related rulemakings, internal training, and oversight enhancements; (2) engage with academia, professionals, and emerging technology fields; and (3) submit an annual report to the congressional agriculture committees beginning October 31, 2026, detailing meetings, issues discussed, service improvements, recommendations, and other activities (subject to confidentiality requirements under CEA §8). The Commission must maintain records of LabCFTC public engagements and protect confidential information received. This section makes conforming amendments to CFTC staff reporting requirements and directs implementation within 180 days of enactment.

This section directs the Commodity Futures Trading Commission (CFTC), Securities and Exchange Commission (SEC), and Secretary of the Treasury to jointly conduct a study on decentralized finance—defined as blockchain applications (including trading protocols and messaging systems) allowing users to engage in self-directed financial transactions without third-party intermediaries or custody of digital commodities—and, within one year of enactment, jointly submit a report to the House Committees on Financial Services and Agriculture and the Senate Committees on Banking, Housing, and Urban Affairs and Agriculture, Nutrition, and Forestry. The study must analyze (1) the nature, size, role, and use of decentralized finance blockchain applications; (2) their operation and interoperability with other blockchain systems, software, websites, and wallets; (3) decentralized governance systems and related risks and mitigation practices; (4) benefits such as operational resilience, market competition, transaction efficiency, transparency, and disintermediation; (5) risks including pseudonymity, disintermediation, and cybersecurity vulnerabilities; (6) integration with traditional financial markets; (7) comparisons of illicit activity levels and tailored mitigation methods; (8) cross-border transaction accessibility; and (9) feasibility of embedding self-executing compliance and risk controls. Separately, this section directs the Comptroller General to conduct a study analyzing the same topics and submit a report to the same committees within one year of enactment. (Note: The decentralized finance definition does not limit activities under specified securities and commodities exchange provisions.)

This section directs the Comptroller General of the United States to conduct a study on non-fungible tokens analyzing their nature, size, role, and use; similarities and differences with other digital commodities (including digital commodities and permitted payment stablecoins); minting, administration, storage, interoperability, and scalability; benefits (e.g., verifiable digital ownership); risks (e.g., intellectual property rights, cybersecurity, and market risks); integration with traditional markets (e.g., music, real estate, gaming); potential to facilitate commerce via documents, identification, contracts, licenses, and records; risks to traditional markets; and levels of illicit activity. The Comptroller General must publicly release a report on the study within one year of enactment.

This section directs the Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission (SEC) to jointly conduct a study on financial literacy among retail digital commodity holders that (1) assesses current literacy levels, including among subgroups; (2) identifies methods to improve the timing, content, and format of CFTC and SEC materials; (3) evaluates coordination with other agencies (including the Financial Literacy and Education Commission), nonprofits, and state and local jurisdictions; (4) reviews efficacy of current efforts in rural and majority-minority communities; (5) determines the most useful disclosures and information needed for informed decisions; (6) identifies effective public-private partnerships; (7) recommends metrics for measuring literacy improvements; and (8) develops a strategy with measurable goals to increase literacy, in consultation with the Financial Literacy and Education Commission. The section further requires the agencies to submit a report on the study to the House Committees on Financial Services and Agriculture and the Senate Committees on Banking, Housing, and Urban Affairs and Agriculture, Nutrition, and Forestry not later than one year after enactment of this Act.

This section directs the Commodity Futures Trading Commission and Securities and Exchange Commission to jointly conduct a study assessing whether additional guidance or rules are necessary to facilitate the development of tokenized securities and derivatives products—evaluating whether such measures would foster fair and orderly markets, serve the public interest, and protect investors and customers. The agencies must submit a report on the study to the House Committees on Financial Services and Agriculture and the Senate Committees on Banking, Housing, and Urban Affairs and Agriculture, Nutrition, and Forestry within one year of enactment.

This section directs the Secretary of the Treasury to conduct a study on the potential use of blockchain technology by the domestic private sector to address (1) fraud in payments, (2) transaction costs and transaction times, (3) automated payments, and (4) efficiency in commercial transactions. The Secretary must submit a report summarizing the findings to the House Committee on Financial Services and the Senate Committee on Banking, Housing, and Urban Affairs not later than one year after enactment. This section states that nothing requires any public or private entity to use blockchain technology.

This section directs the Secretary of the Treasury, in consultation with the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC), to complete a comprehensive review one year after enactment of how foreign terrorist organizations and transnational criminal syndicates utilize digital assets in illicit activities. Not later than 180 days after completing the review, the Secretary must submit a report to the House Committees on Agriculture and Financial Services and the Senate Committees on Agriculture, Nutrition, and Forestry and Banking, Housing, and Urban Affairs that includes (1) an assessment of such utilization and (2) recommendations to strengthen SEC and CFTC compliance and enforcement for digital asset-related entities registered with those agencies.

This section directs the Comptroller General of the United States, in consultation with the Secretary of the Treasury, to conduct a study assessing risks posed by centralized intermediaries primarily located in foreign jurisdictions that provide services to U.S. persons without regulatory requirements substantially similar to those of the Bank Secrecy Act (i.e., the primary U.S. anti-money laundering and financial reporting law) and to provide related regulatory or legislative recommendations. The Comptroller General must issue a report to Congress containing all findings and determinations within one year of enactment.

This section directs the Secretary of the Treasury, in consultation with the Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission (SEC), and the Comptroller General of the United States to each conduct a study on foreign adversary participation in digital commodity markets—specifically, (1) identifying digital commodity registrants (i.e., persons required to register as a digital commodity exchange, broker, or dealer under the Commodity Exchange Act) owned by foreign adversaries (i.e., foreign governments and non-government persons designated as such by the Secretary of Commerce under 15 C.F.R. § 7.4(a)); (2) determining whether foreign adversaries are collecting trading data on U.S. persons in those markets; and (3) evaluating whether proprietary intellectual property of such registrants is being misused or stolen by foreign adversaries—and submit reports to the House Committees on Financial Services and Agriculture and the Senate Committees on Banking, Housing, and Urban Affairs and Agriculture, Nutrition, and Forestry not later than one year after enactment.

This section makes conforming amendments to the GENIUS Act as follows: (1) revising the definition of "digital asset service provider" to mean any entity registered or required to be registered with the Securities and Exchange Commission or the Commodity Futures Trading Commission; (2) in section 4(a), (A) replacing paragraph (3) to require permitted payment stablecoin issuers to obtain monthly examinations of monthly reports by a registered public accounting firm, certifications from the chief executive officer and chief financial officer attesting to the accuracy of such reports (subject to criminal penalties under 18 U.S.C. 1350(c) for knowing false certifications), and annual attestation reports on internal controls over reporting requirements, all in accordance with standards set by the primary Federal payment stablecoin regulator (or State regulator for State qualified issuers); and (B) replacing paragraph (12) to prohibit companies deriving a majority of revenues from non-financial activities from retaining or acquiring control of Federal or State qualified payment stablecoin issuers, defining "financial activities" to include those under section 4(k) of the Bank Holding Company Act of 1956 (12 U.S.C. 1843(k)), specified stablecoin-related services, and additional activities to be established by Board rules within 180 days of enactment of the CLARITY Act of 2025; and (3) adding section 21 to clarify that the Act does not prohibit State-regulated issuance of commodity-backed payment stablecoins (i.e., digital assets used for payment or settlement, denominated in highly liquid publicly traded physical commodities such as gold, and redeemable for a fixed amount of such commodity with issuer custody obligations), while preserving Commodity Futures Trading Commission jurisdiction.

This section prohibits a Federal Reserve Bank from (1) offering financial products or services directly to an individual, (2) maintaining an account on behalf of an individual, or (3) issuing a central bank digital currency or any digital asset that is substantially similar under any other name or label.

This section prohibits Federal Reserve Banks from indirectly offering a central bank digital currency (CBDC)—or any substantially similar digital asset under another name—to individuals through a financial institution or other intermediary.

This section prohibits the Board of Governors of the Federal Reserve System from testing, studying, developing, creating, or implementing a central bank digital currency (CBDC)—defined as digital money denominated in the national unit of account, a direct liability of the Federal Reserve System, and widely available to the general public—or any substantially similar digital asset under another name. It further prohibits the Board and the Federal Open Market Committee from using a CBDC or similar asset to implement monetary policy. The prohibitions do not apply to dollar-denominated currencies that are open, permissionless, private, and fully preserve the privacy protections of U.S. coins and physical currency.

This section expresses the sense of Congress that the Board of Governors of the Federal Reserve System currently lacks authority to issue a central bank digital currency (CBDC), or any substantially similar digital asset under another name, and will not have such authority unless granted by Congress under Article I, Section 8 of the Constitution.