U.S. legislation is advancing to provide greater clarity for digital assets, including how tokens are classified, which regulators oversee specific activities, and how tokenized assets fit within existing securities, commodities, and banking frameworks. These developments will impact tokenized funds and real-world assets, centralized exchanges, decentralized finance (DeFi) activities, and the broader adoption of digital assets by institutional investors.
How New Market Structure Bills Define Digital Assets
Lawmakers in the House and Senate are working to replace regulation by enforcement with a clear framework that places digital assets into defined categories.
The Digital Asset Market Clarity Act (CLARITY Act), the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act), and related Senate proposals outline three primary categories: digital commodities, investment contract assets, and payment stablecoins.
Digital commodities are tokens linked to established, decentralized blockchains and fall under Commodity Futures Trading Commission (CFTC) oversight. Tokens representing equity, debt, or similar rights remain under Securities and Exchange Commission (SEC) jurisdiction as securities or investment contract assets. The legislation establishes CFTC registration categories for exchanges, brokers, and dealers, requiring customer asset segregation, qualified custody, disclosure, and market surveillance aligned with traditional markets.
The framework confirms that tokenization is a delivery method, not a new asset class. Tokenized securities, fund interests, or real-world assets (RWAs) must follow the same off-chain rules, including registration, reporting, and transfer restrictions. Firms must align legally and economically with the underlying asset, maintain accurate, auditable records, and ensure systems support reconciliation and settlement.
Key structural features include:
- A statutory test for “digital commodities” under primary CFTC oversight.
- Investment contract assets and tokenized securities under SEC jurisdiction.
- Payment stablecoins supervised by banking regulators, with anti-fraud and anti-manipulation authority between SEC and CFTC on registered platforms.1
The Senate Agriculture Committee draft focuses on digital commodities spot markets and intermediaries under the CFTC, while the Senate Banking draft addresses SEC obligations and broader financial stability. Together with amendments on responsible financial innovation, these proposals create an integrated framework covering issuance, trading, custody, tokenization, and disclosures.2
Jurisdiction, Classification, and Disclosures
The CLARITY framework clarifies which regulator oversees each type of digital asset. The Commodity Futures Trading Commission (CFTC) would have exclusive authority over anti-fraud and anti-manipulation in digital commodities spot markets and would register and supervise exchanges, brokers, and dealers handling these assets.3
Tokens sold as investment contracts, such as those tied to capital raising or entrepreneurial efforts, remain under SEC oversight for issuance, registration, and ongoing reporting. The SEC would also maintain anti-fraud and anti-manipulation authority when these assets trade on SEC-registered brokers or exchanges, even if they are categorized as digital commodities in other contexts.
The framework also modernizes back-office rules for blockchain-based instruments, including books and records, clearance and settlement, custody, and reconciliations. This is especially relevant as exchanges and alternative trading systems (ATSs) move toward platforms that trade multiple product types and support on-chain settlement for tokenized securities.4
Direct Impact on Tokenized Assets
Tokens will be treated the same as the underlying financial asset, and firms need strong legal, operational, and recordkeeping controls to prove it. In other words, a security does not stop being a security just because it is issued, recorded, or transferred on a distributed ledger.
The Senate Banking amendment would:
- Prohibit representing a tokenized RWA as the underlying asset unless strict legal and operational conditions are met.
- Require demonstrable economic or legal equivalence, including equivalent rights, compliance with underlying laws, verified ownership, auditable, and resilient ledger standards.
SEC and CFTC rulemakings will clarify how existing requirements apply to tokenized securities, swaps, futures, and derivatives, including custody, books and records, reconciliation, auditability, and settlement risk.
For institutional tokenized products, such as private credit, real estate, or fund interests, this confirms that standard securities law tools, including prospectuses, Regulation D and Regulation S, and transfer agent frameworks, remain central. Firms have less flexibility to market tokens as synthetic exposures without meeting full rights and compliance requirements.
Impact on Crypto Trading Venues and Intermediaries
The new regulatory framework would require crypto exchanges, brokers, dealers, and other intermediaries handling digital commodities to register with the CFTC and follow a unified federal framework. This replaces inconsistent state licensing rules and introduces capital, governance, surveillance, and conduct standards aligned with traditional commodity markets.
Joint SEC and CFTC rulemaking will define standards for mixed digital asset transactions, cross-asset portfolio margining, conflict of interest controls, and delisting processes. Retail leveraged, margined, or financed digital commodity transactions will also be addressed, affecting structured products and synthetic leveraged exposure offered to U.S. clients.
Tokenized securities platforms, including proposed 24/7 on-chain settlement venues for listed equities, must comply with SEC market structure rules. Any associated digital commodity trading, such as stablecoin settlement, may trigger CFTC oversight. Over time, this framework supports multi-asset, token-native platforms, but only for firms prepared to meet dual-regulator requirements.
Preparing for the New Market Structure Framework
Congress is expected to advance a digital asset market structure package in 2026, following Senate delays in 2025. SEC and CFTC rulemakings could take up to 18 months, with main rules likely effective in late 2026 or 2027, though provisional CFTC registrations or targeted SEC guidance under Project Crypto may phase in sooner. GENIUS Act rules for stablecoin licensing, capital, custody, and anti-money laundering have key 2026 deadlines, shaping payment token infrastructure before the broader framework is fully live.
Firms should plan for operations under the dual SEC/CFTC framework: classify assets as digital commodities or securities/investment contracts, prepare for CFTC registration if operating non-security token platforms, and align tokenized securities and real-world assets (RWAs) with securities laws and custody requirements, including audited on- and off-chain records and documented rights5.
Exchanges, brokers, custodians, and token sponsors should invest in governance, risk management, and technology to support reconciliation, settlement, and regulatory reporting. Investors should focus due diligence on registration, asset classification, and custody chains, favoring counterparties ready for compliance. These steps help portfolios benefit from regulatory clarity rather than risk exiting non-compliant structures.
Navigate Tokenized Assets and Crypto Compliance with CBIZ
To learn more about the evolving U.S. framework for digital assets and tokenization, speak with our crypto practice leader.
1 Arnold & Porter, accessed January 31, 2026. See also Hunton.
2 Davis Wright Tramaine, accessed on January 31, 2026.
3 Brookings, accessed January 31, 2026.
4 Brookings.
5 Arnold & Porter
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