PUBLISHED: Tue, Dec 9, 2025, 8:22 PM UTC | UPDATED: Tue, Dec 9, 2025, 9:19 PM UTC
**The CLARITY Act creates the first comprehensive US digital asset framework. Learn how it affects your crypto project, what compliance looks like, and key deadlines.
**
⚠️ IMPORTANT NOTICE: This article is for educational purposes only and does not constitute legal advice. The CLARITY Act may be amended during the Senate process. Always consult qualified legal counsel for guidance specific to your situation.
Table of Contents
Simple Summary: What the CLARITY Act Does
Key Provisions and Definitions
Who Is Affected
Implications for Crypto Projects
Design Considerations for WYDE-Powered Projects
Risks and Unknowns
Practical Next Steps
Simple Summary: What the CLARITY Act Does
The Digital Asset Market Clarity Act of 2025 (CLARITY Act, H.R. 3633) passed the House of Representatives on July 17, 2025, with a bipartisan vote of 294 to 134. The bill creates the first comprehensive federal framework for digital assets other than stablecoins, dividing regulatory authority between the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC).
In plain terms, the CLARITY Act answers the question crypto businesses have been asking for years: "Is my token a security or a commodity, and who regulates me?"
The answer depends on two factors: how decentralized your blockchain is, and how you originally sold your tokens.
The Core Framework:
The CFTC gets exclusive authority over "digital commodities," which are tokens whose value comes from using a blockchain system. The SEC retains authority over "investment contract assets," which are tokens sold through investment contracts (like fundraising rounds) before a blockchain becomes sufficiently decentralized.
Once a blockchain reaches "maturity" (meaning it meets decentralization criteria), tokens on that blockchain can transition from SEC oversight to CFTC oversight. This creates a path from securities regulation to commodities regulation based on real decentralization.
Key Provisions and Definitions
Understanding the CLARITY Act requires knowing its vocabulary. The law introduces several new legal terms that will shape how crypto businesses operate.
Digital Commodity
A digital commodity is a digital asset whose value is "intrinsically linked" to a blockchain system. The definition specifically excludes securities, derivatives, stablecoins, and tokenized versions of traditional commodities (like tokenized gold or oil). This means the CLARITY Act primarily covers native blockchain tokens like ETH, SOL, or project-specific governance tokens.
The exclusion of tokenized real-world assets (RWAs) from the digital commodity definition is significant. Tokenized commodities will likely continue to be regulated under existing Commodity Exchange Act frameworks, not the new CLARITY Act rules.
Mature Blockchain System
A "mature blockchain system" is one that is not controlled by any person or group under common control. Specific criteria include:
The value of the digital commodity must be substantially derived from blockchain use and function
No user restrictions or privileges that favor certain parties
No single entity or coordinated group owns more than 20% of outstanding tokens
Projects can self-certify blockchain maturity to the SEC. The SEC then has 20 days to accept or reject the certification. If rejected, the SEC must provide detailed analysis explaining why.
Investment Contract Asset
An "investment contract asset" is a digital asset sold pursuant to an investment contract. However, the CLARITY Act clarifies that while the asset may have been sold through an investment contract, the asset itself is not a security. This distinction matters because it means tokens can potentially transition out of securities status.
Think of it this way: if you bought a token in a fundraising round, that sale might have been a securities transaction. But the token you now hold is not permanently stuck as a security. It can become a digital commodity once the underlying blockchain matures.
Decentralized Governance System
The CLARITY Act recognizes decentralized governance systems as separate from the individuals who participate in them. This means DAO participants are generally treated as separate persons from the DAO itself, unless they are acting in concert under common control.
Legal entities used to implement decentralized governance can qualify as "decentralized governance systems" as long as they do not operate under centralized management. Delegating administrative tasks does not count as centralized management.
This provision has major implications for DAOs and projects using Wyoming's DUNA framework.
Who Is Affected
The CLARITY Act affects nearly everyone in the digital asset space, but the impact varies by role.
Digital Commodity Exchanges (DCEs)
Centralized platforms that trade digital commodities must register with the CFTC. Core Principles require these exchanges to implement trade monitoring, record keeping, reporting, conflict-of-interest management, and customer asset protection.
DCEs cannot comingle customer assets with their own. They also cannot trade for their own accounts, though the CFTC may create exceptions for specific purposes like market-making.
Before listing new tokens, DCEs must publish information including source code, transaction history, and "digital commodity economics." They can only list tokens from blockchains certified as mature or from issuers complying with ongoing disclosure requirements.
Brokers and Dealers
Crypto brokers and dealers must register with the CFTC. The law also amends definitions of Commodity Pool Operators (CPOs) and Commodity Trading Advisors (CTAs) to include activities involving digital commodities.
This is a significant change. Under current law, CPO and CTA registration is triggered primarily by derivatives trading. Under the CLARITY Act, spot trading in digital assets would also trigger registration requirements. Fund managers and investment advisers active in digital assets may face new CFTC registration obligations.
Token Issuers
Projects selling tokens must comply with disclosure requirements until their blockchain achieves maturity. Once mature, the project can certify to the SEC and transition to CFTC oversight with lighter ongoing requirements.
Issuers have a pathway: follow SEC disclosure rules during the early stages, work toward decentralization, certify maturity, and graduate to commodity status.
Traditional Securities Firms
SEC-registered entities like Alternative Trading Systems (ATSs) can trade digital commodities by notifying the CFTC. They do not need separate CFTC registration if SEC and CFTC regulations are "consistent."
This creates opportunities for traditional financial institutions to enter crypto markets using existing regulatory frameworks.
DeFi Participants
The CLARITY Act includes a safe harbor for non-custodial DeFi participants like developers and validators. However, this safe harbor has limits, and the exact scope remains subject to regulatory interpretation.
Implications for Crypto Projects
The CLARITY Act creates both opportunities and obligations for crypto projects. Here are the key takeaways.
The Path to Commodity Status
Projects now have a clear path from "investment contract asset" (securities-like) to "digital commodity" (commodities-like). The journey looks like this:
Token Sale: Conduct initial token sale under SEC disclosure requirements
Ongoing Disclosure: File required reports with the SEC during the pre-maturity phase
Decentralization: Work toward meeting maturity criteria (no control by any single party, no more than 20% ownership concentration)
Certification: Self-certify maturity to the SEC
Transition: If accepted, the token becomes a digital commodity under CFTC oversight
This pathway provides something crypto has lacked: regulatory certainty over time.
Registration Requirements
The CLARITY Act creates provisional registration that regulates exchanges, brokers, and dealers until full rules are implemented. Entities that apply for registration are considered compliant during this period if they protect customer assets and allow CFTC access to books and records.
This means projects should begin preparing for registration now, even before final rules are issued.
Fund Manager Impact
The expansion of CPO and CTA definitions to include digital commodities has significant implications for crypto funds. Managers running funds that trade spot digital assets may need to register with the CFTC, even if they have minimal derivatives exposure.
Current exemptions from CPO/CTA registration focus on limited derivatives activity. These exemptions may be less useful for funds whose primary activity is spot digital asset trading.
DeFi Safe Harbor Limits
The CLARITY Act provides a safe harbor for non-custodial DeFi activities, but the scope is narrower than some in the industry hoped. Developers and validators get protection, but the exact boundaries will depend on CFTC and SEC rulemaking.
Projects should not assume all DeFi activities are automatically exempt from regulation.
Design Considerations for WYDE-Powered Projects Under the CLARITY Act
For teams building on the WYDE Impact Exchange, the CLARITY Act creates both opportunities and design constraints. Here are key considerations for impact tokens and DUNA-structured projects.
Nonprofit Status and Commodity Classification
WYDE operates under a Wyoming DUNA structure, which is explicitly designed for nonprofit purposes. The CLARITY Act's definition of "digital commodity" focuses on tokens whose value derives from blockchain function. Impact tokens like $EAT, which fund charitable causes through transaction fees, need careful analysis.
Question to Consider: Does the charitable purpose of an impact token affect its classification? Tokens that automatically direct fees to verified nonprofits may have unique characteristics that require specific legal analysis.
Recommendation: Engage legal counsel to analyze how the nonprofit purpose and automatic charitable distribution interact with the CLARITY Act's commodity and securities definitions.
Governance Token Design
The CLARITY Act treats decentralized governance systems favorably. WYDE tokens that provide governance rights (like voting on which nonprofits receive funding) should be designed with decentralization criteria in mind.
Key Criteria for Maturity:
No single party or coordinated group controls the blockchain
Token ownership is not concentrated above 20% in any party
Value derives from blockchain function, not promoter efforts
Recommendation: Design token distribution and governance structures with these criteria as explicit goals from launch.
Fee Distribution Mechanisms
Impact tokens like those on WYDE automatically distribute fees to charitable causes. The CLARITY Act does not directly address charitable fee distribution, so this mechanism needs analysis under both securities and commodities frameworks.
Question: Does automatic charitable fee distribution affect how tokens are classified? The answer may depend on whether token holders receive any economic benefit from the distribution or whether all value flows to third-party nonprofits.
Recommendation: Document the fee mechanism clearly and obtain legal opinions on its regulatory treatment before launch.
Disclosure Requirements During Pre-Maturity
Projects must comply with SEC disclosure requirements until their blockchain reaches maturity. For WYDE-powered projects, this may include:
Public disclosure of source code
Transaction history availability
"Digital commodity economics" documentation
Ongoing reporting obligations
Recommendation: Build disclosure infrastructure from day one, even if you plan to pursue maturity certification quickly.
Exchange Listing Considerations
DCEs can only list tokens from mature blockchains or from issuers in compliance with ongoing disclosure. WYDE-powered tokens seeking exchange listings should:
Confirm their blockchain's maturity status
If not mature, ensure full disclosure compliance
Prepare listing information (source code, history, economics)
Consider timing of maturity certification relative to listing goals
Risks and Unknowns
The CLARITY Act represents significant progress, but important uncertainties remain.
Senate Process
The CLARITY Act passed the House but must still pass the Senate and be signed by the President. The Senate Banking Committee has released its own discussion draft (the Responsible Financial Innovation Act), which takes a different approach in some areas.
Senate Democrats have leverage in negotiations since 60 votes are needed to overcome a filibuster. Consumer protection provisions and concerns about digital asset use in illicit activities may be sticking points.
Risk: The final law may differ significantly from the House version.
Rulemaking Timeline
Even after the law passes, the SEC and CFTC must issue implementing regulations. This process typically takes 18-24 months. During this period, regulatory guidance may be inconsistent or incomplete.
Risk: Projects may face uncertainty during the rulemaking period despite having a law in place.
Maturity Determination
The maturity certification process is new and untested. The SEC must respond within 20 days, but the criteria for rejection are not fully specified. Early certifications will establish precedents that affect later projects.
Risk: Maturity determinations may be more difficult or contested than anticipated.
State Interaction
The CLARITY Act is federal law, but states retain significant authority over money transmission, consumer protection, and business licensing. How federal digital commodity regulation interacts with state frameworks like Wyoming's DUNA or New York's BitLicense remains to be determined.
Risk: Federal compliance may not eliminate all state-level obligations.
Fund Manager Scope
The expansion of CPO and CTA definitions is broad and may capture entities that do not consider themselves commodity trading businesses. The exact scope will depend on CFTC interpretation and potential exemptions.
Risk: Crypto fund managers may face unexpected registration requirements.
Practical Next Steps
Whether the CLARITY Act passes in its current form or is modified in the Senate, crypto projects should take concrete steps now.
1. Assess Your Token Classification
Work with legal counsel to analyze your token under the CLARITY Act framework:
Is it a digital commodity, investment contract asset, or something else?
What is your blockchain's maturity status?
What path to maturity is realistic?
2. Review Ownership Concentration
The 20% ownership threshold for maturity matters. Review your token distribution:
Do any parties hold or control 20% or more of tokens?
Is your distribution plan designed to achieve decentralization?
How will vesting schedules and team allocations affect concentration?
3. Prepare Disclosure Infrastructure
Build systems for the disclosures the CLARITY Act requires:
Source code documentation
Transaction history accessibility
Economic model documentation
Ongoing reporting capabilities
4. Evaluate Fund Structure
If you operate a fund that trades digital assets:
Analyze potential CPO/CTA registration triggers
Review current exemptions and their continued applicability
Plan for potential registration requirements
5. Monitor Senate Progress
The Senate process will determine the final law's shape:
Track Senate Banking Committee activity
Watch for amendments addressing consumer protection or illicit finance concerns
Monitor which Democratic senators signal support
6. Engage with WYDE Resources
For impact token projects, WYDE provides infrastructure designed for compliance:
DUNA-compatible governance structures
Transparent fee distribution mechanisms
Nonprofit partnership frameworks
Conclusion
The CLARITY Act represents the most significant step toward comprehensive US digital asset regulation in history. By dividing authority between the SEC and CFTC based on decentralization criteria, the law creates a pathway for crypto projects to achieve regulatory clarity.
For founders and operators, the key message is this: design for decentralization, prepare for disclosure, and monitor the legislative process. The rules are finally becoming clear, and projects that prepare now will be positioned to thrive under the new framework.
⚠️ FINAL DISCLAIMER: This article does not constitute legal advice. The CLARITY Act may be amended during the legislative process. Regulatory interpretation will evolve through rulemaking. Consult qualified legal counsel for guidance specific to your project and jurisdiction.
