Digital Asset Market CLARITY Act of 2025: Company Impact Overview
Comprehensive regulatory framework for digital assets, establishing SEC and CFTC jurisdiction to provide certainty, foster innovation, and protect consumers and investors. Based on H.R. 3633 Amendment (June 8, 2025)
DI
Digital Asset Issuers (Digital Commodity Issuers)
Initial Offering Requirements (Section 4(a)(8))
Offering Statement Filing: Must file with SEC including financial information, operations description, financial condition, distribution plan, and proceeds usage
Blockchain System Details: Source code or public webpage, external dependencies, third-party security audits, transaction history access methods
Digital Commodity Economics: Launch/supply process, initial allocation, total units, release schedule, technical requirements, consensus mechanisms, value drivers
Development Plan: Timeline for maturity, user roles (validators, developers, governance participants), control mechanisms
Ownership Disclosures: All related/affiliated persons who acquired units directly from issuer (kept confidential by SEC)
Current Reports: File material changes as soon as practicable
Continuous Monitoring: SEC oversight until blockchain system certified as mature
Affiliated Person Sales Restrictions
Pre-Maturity: 5-20% of total units acquired directly from issuer per 12-month period, and 30-50% cumulative limit
Post-Maturity: 5-10% of tokens per year (SEC to set specific limits within 270 days)
Anti-Evasion: Unlawful to knowingly evade classification as digital commodity issuer
Post-Maturity "Off-Ramps"
SEC can terminate disclosure requirements during first fiscal year issuer doesn't engage in material ongoing efforts. If still engaged post-maturity, must disclose governance participation, functionality alterations, fund usage, unit ownership/disposition.
Investment Contract Assets: Digital commodities sold via investment contracts become "investment contract assets" - excluded from securities definition but remain under SEC jurisdiction until blockchain maturity. Prior Issuers: Extensive transition relief for pre-Act issuers with comparable disclosure requirements.
SEC Jurisdiction
BD
Digital Asset Brokers & Dealers (Digital Commodity)
Registration Timeline & Process
Provisional Registration: File within 180 days of enactment, expires 180 days after final CFTC rules effective
Futures Association Membership: Required during provisional period with compliance to association rules
Full Registration: File application with CFTC and maintain continuous business reporting
Statutory Disqualification: Cannot permit disqualified individuals to effect transactions
Customer Disclosures: Material risks, asset characteristics, custody arrangements, conflicts of interest
Business Conduct: Fair/balanced communication, fraud prevention, manipulation prevention, diligent supervision
Risk Management: Robust professional systems addressing digital commodity trading risks
Conflicts Management: Written policies to mitigate affiliate conflicts of interest
Chief Compliance Officer (CCO) Requirements
Must designate CCO reporting directly to board/senior officer. Responsibilities: review compliance, resolve conflicts, administer policies, establish remediation procedures, prepare/certify annual compliance reports.
Customer Asset Protection
Segregation: Customer assets treated as customer property, cannot be commingled with firm funds or used for other customers
Qualified Custodians: All customer digital assets must be held in qualified digital asset custodian
Permitted Commingling: Limited exceptions for convenience with banks, trust companies, DCOs, qualified custodians
Investment Permissions: Customer money may be invested in U.S. obligations, state/local obligations, other CFTC-prescribed investments
Blockchain Services: Customers can waive segregation in writing to allow pooling for blockchain services (validation, security provision)
Bankruptcy Protection: Customer assets considered "customer property" under Section 761, firms treated as FCMs for bankruptcy purposes. Misuse Prohibition: Unlawful to use customer assets as firm property, including participation in governance without explicit customer direction.
CFTC Exclusive Jurisdiction
QC
Custodians (Qualified Digital Asset Custodians)
Supervision Authority Requirements
Must be supervised by one of: Federal banking agency, NCUA, CFTC, SEC, state bank/credit union supervisor with "adequate supervision," or appropriate foreign governmental authority with adequate supervision.
Compliance Programs: AML policies, cybersecurity compliance, business continuity plans, complaint resolution policies
Information Sharing & Compliance
CFTC Requests: Must share information with CFTC upon request and comply with periodic information sharing on customer accounts
Federal Banking Entities: Can satisfy requests by providing detailed written listing of digital assets in custody
CFTC Registration Path: CFTC will prescribe rules for CFTC-registered persons to become qualified custodians
CFTC Custodian Requirements
For CFTC-registered qualified custodians: consistent requirements, sufficient system safeguards, conflict mitigation, separate governance for custodial function.
Transition Protection: State-permitted trust companies meeting adequate supervision criteria before Act's effective date are deemed qualified. CFTC must provide minimum 2-year transition period. Emergency Authority: CFTC can temporarily suspend requirements if consistent with public interest.
Multi-Agency Oversight
SB
SEC-Registered Broker-Dealers
Dual Registration Permissions
CFTC Registration: Can maintain CFTC registration as digital commodity broker/dealer for contracts of sale
ATS Operations: Permitted to operate Alternative Trading Systems for digital commodities and permitted payment stablecoins
Exchange Affiliates: National securities exchanges and affiliates also permitted to operate such ATSs
CFTC Exemption: ATS operations exempt from CFTC registration if meeting volume/revenue thresholds
SEC Regulatory Authority & Timeline
Jurisdiction: SEC has authority over digital commodity activities by SEC-registered entities and exempt ATSs
ATS Regulations: SEC must revise existing regulations within 270 days to allow ATS operations
Trading Permissions: ATSs can trade any digital commodity listed by CFTC-registered digital commodity exchange
Suspension Authority: SEC can suspend ATS trading if necessary for public interest/investor protection
New Disclosure Requirements (270-Day Deadline)
Insolvency Disclosures: Written disclosures on customer digital commodity treatment in insolvency, resolution, or liquidation
Regulatory Framework: How treatment differs under Dodd-Frank, SIPA, or Bankruptcy Code vs. traditional securities/cash
Customer Education: Clear explanation of protections and risks compared to traditional investments
Operational Rules & Standards
Order Display/Execution: SEC must issue rules on providing prices/sizes to self-regulatory organizations
SRO Compliance: National securities associations must adopt rules ensuring compliance and investor protection
Recordkeeping Modernization: May use blockchain system records for books and records requirements - SEC will revise rules to implement. Inter-agency Coordination: SEC must enter MOU with CFTC for consistent requirements and non-duplicative supervision.
Comprehensive Permission: National and state banks explicitly permitted to perform, provide, or deliver any blockchain-related activity, function, product, or service
OCC Guidance Codification: Codifies and expands previous OCC guidance, extending to Bank Holding Companies and State banks
Financial in Nature: Digital commodity activities (holding, lending, investing, custody, brokerage, dealing) classified as "financial in nature" under Bank Holding Company Act
Capital & Balance Sheet Treatment
Federal banking agencies and NCUA prohibited from requiring:
Balance Sheet Impact: Cannot require custody assets (not owned by entity) as liability on financial statements
Capital Relief: Cannot require regulatory capital against custody assets, except for operational risk mitigation
Liability Recognition: Cannot recognize liability for digital commodity obligations they don't own if exceeding income statement expense
Eligible Institution Types
Coverage extends to: depository institutions, national banks, credit unions, trust companies, and their affiliates for custody activities involving digital commodities and stablecoins.
Netting Agreement Capital Requirements
Federal Reserve Board, OCC, and FDIC must develop risk-based and leverage capital requirements for netting agreements across multiple financial transactions addressing counterparty default scenarios.
Operational Risk Exception: While general capital relief provided for custody assets, institutions still must address operational risks inherent in custody services. Regulatory Scope: Applies to all federally and state-regulated banking institutions and their holding company affiliates.
Banking Regulators (Fed, OCC, FDIC, NCUA)
CF
CFTC-Registered Firms (FCMs, DCEs, etc.)
New Category: Digital Commodity Exchanges (DCEs)
Registration Requirement: Trading facilities offering cash/spot markets in digital commodities must register as DCEs
Exemptions: De minimis trading activity or serving only customers in single state/territory
Futures Association Membership: Required if DCE accepts customer funds
Proprietary Trading Limits: Generally prohibited from trading for own account with limited exceptions (customer direction, risk management, operational needs, functional use)
DCE Core Principles (Compliance Requirements)
Listing Standards: Only permit trading if SEC reports filed or blockchain certified as mature; make public info available (source code, transaction access, economics, volume, volatility)
Customer Asset Treatment: Protect customer money/assets, segregate from DCE funds, use qualified digital asset custodians
Information Sharing: Establish rules for obtaining necessary information, provide to CFTC on request, enable international agreements
Emergency Authority: Rules for liquidating/transferring positions, suspending trading during emergencies
Financial Resources: Adequate resources covering 1-year operating costs and all customer financial obligations
FCM Enhanced Requirements
Qualified Custodians: FCMs must use qualified digital asset custodians for digital assets held as customer property
Trading Certification: Must submit written certification that digital commodity meets Act requirements before listing
CFTC Jurisdiction & Enforcement
Exclusive Jurisdiction: CFTC has exclusive jurisdiction over digital commodity contracts in interstate commerce if offered through CFTC-registered entity
Permitted Payment Stablecoins: CFTC jurisdiction over cash/spot transactions if offered through registered entities
Mixed Transactions: Digital commodity traded for security subject to joint CFTC/SEC rulemaking
Anti-Fraud Authority: Existing anti-fraud, anti-manipulation provisions (Sections 4b, 4c, 4b-1) apply to digital commodity transactions
LabCFTC Codification: Establishes LabCFTC within CFTC for fintech innovation, Commission information, innovator outreach
Implementation Resources: Filing fees for provisional registration, expedited hiring authority for specialized digital commodity positions
Recordkeeping: 5-year record retention, SEC inspection access for security-related records, information sharing with federal agencies and foreign authorities under confidentiality agreements. Inter-agency Studies: Joint studies with SEC/Treasury on DeFi, financial literacy, market infrastructure improvements.