Update (Feb. 28, 4:20 am UTC): This article has been updated to further clarify that the Division of Corporation Finance’s statement isn’t legally binding.
The US Securities and Exchange Commission says it does not view memecoins as securities but warned any fraudulent tokens could still be subject to enforcement actions by other regulators.
The agency’s Division of Corporation Finance said in a Feb. 27 statement that, in its view, memecoins “do not involve the offer and sale of securities under the federal securities laws” and “are akin to collectibles.”
“As such, persons who participate in the offer and sale of meme coins do not need to register their transactions with the Commission,” the SEC said.
It added that memecoin buyers and holders wouldn’t be protected by US securities laws but said the fraudulent offer and sale of memecoins “may be subject to enforcement action or prosecution by other federal or state agencies.”
However, the Division also said its statement wasn’t a “rule, regulation, guidance, or statement” of the SEC, wasn’t approved or disapproved by the commission and like all staff statements, “has no legal force or effect.”
The SEC added it shared its views “as part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets.”
US President Donald Trump has moved to cull the SEC’s regulatory oversight of the crypto space, looking to make good on one of his campaign promises. The agency launched a Crypto Task Force last month to create a framework for digital assets.
Trump and first lady Melania Trump themselves had launched memecoins just days before they entered the White House on Jan. 20, which sparked criticism from many crypto commentators and some of Trump’s supporters.
Donald Trump’s memecoin, Official Trump (TRUMP), is down nearly 83% from its peak, while Melania Trump’s token, Melania Meme (MELANIA), is down 93.5% from its high, according to CoinGecko.
The TRUMP memecoin hit a peak of $73.43 a day before Trump assumed office but is now trading at around $12.66. Source: CoinGecko
The SEC’s statement comes after ABC News reported the same day that US House Democrats are set to introduce a bill banning public officials, including presidents, from being able to issue, sponsor or endorse any security, commodity or digital asset, including memecoins.
In its statement, the SEC said that memecoins “typically have limited or no use or functionality” and “tend to experience significant market price volatility.”
It added a memecoin doesn’t fit with “any of the common financial instruments specifically enumerated in the definition of ‘security’” — such as stocks or bonds — as they don’t give a yield or rights to “future income, profits, or assets of a business.”
The SEC said a memecoin doesn’t fit under the definition of an “investment contract” under the securities-defining Howey test — defined as money invested in a common enterprise, such as a business, where investors have an expectation of profiting from the efforts of others.
Related: Former CFTC lawyer says agency should take lead on memecoin regulations
“The offer and sale of meme coins does not involve an investment in an enterprise nor is it undertaken with a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others,” the agency said.
“In other words, a meme coin is not itself a security.”
The SEC added that its statement doesn’t apply to memecoins inconsistent with its description of one, or any products labeled as a memecoin in a bid to hide from securities laws “by disguising a product that otherwise would constitute a security.”
“The Division will evaluate the economic realities of the particular transaction,” it said.
SEC Commissioner Hester Peirce, who is leading the agency’s Crypto Task Force, said earlier this month that many memecoins “probably do not have a home in the SEC under our current set of regulations.”
X Hall of Flame: Memecoins will die and DeFi will rise again — Sasha Ivanov