The U.S. Securities and Exchange Commission's Division of Corporation Finance published new FAQs on September 25, 2026, offering a clearer boundary for crypto projects that continue development after their networks become functional. The guidance, shared by FOX Business journalist Eleanor Terrett, addresses one of the industry's long-running questions: when does post-launch development stop being an investment promise and become ordinary software work?
Staff said developers can continue securing, maintaining, improving or enhancing a functional crypto network, fund development projects and help expand network effects without those activities alone satisfying the "essential managerial efforts" element discussed under the Howey test. This means a functioning blockchain does not require its developers to vanish to avoid securities-law issues.
The FAQs also address token buybacks. Once a crypto system is functional, announcing a buyback of a non-security crypto asset does not by itself amount to a promise of essential managerial efforts. Before functionality, however, marketing that buyback as a source of yield or returns can change the analysis. The distinction hinges on whether purchasers are being promised future profits or simply using an already working asset.
On staking receipt tokens, staff said an instrument that merely evidences ownership of a deposited digital commodity and adds no new economic rights can qualify as a digital tool. A protocol-based liquid staking receipt may qualify as a digital commodity when its value is intrinsically linked to the programmatic operation of a functional crypto system and market supply and demand. But the issuer cannot lend, pledge, rehypothecate, transfer or otherwise use the deposited asset, and ownership or control cannot effectively pass to the issuer.
The SEC staff also clarified that simply offering a market for a crypto asset does not automatically make an exchange a promoter, unless it meets the definition of "promoter" under Securities Act Rule 405. In addition, once a crypto system is functional and no central party controls it, statements by the original issuer are unlikely to create a new investment contract.
The guidance comes from SEC staff and is not a Commission rule, regulation or statement. It has no independent legal force and creates no new obligations, but it shows how the Division of Corporation Finance currently approaches post-launch crypto activity. The practical takeaway is that marketing, buyback communications and staking receipt structures all require careful review, especially before a network is functional.
