SEC Staff Guidance — No-Action Letters, Statements, Historical Frameworks

Last researched: 2026-05-18

This file collects the SEC staff guidance that builders cite most often. Staff statements and no-action letters bind only the staff — not the Commission, not the courts — but they are the most reliable indicators of how enforcement will be calibrated.

The Hinman Speech (June 14, 2018)

William Hinman, then Director of the Division of Corporation Finance, delivered "Digital Asset Transactions: When Howey Met Gary (Plastic)" ([S90]).

The "sufficient decentralization" doctrine

"If the network on which the token or coin is to function is sufficiently decentralized — where purchasers would no longer reasonably expect a person or group to carry out essential managerial or entrepreneurial efforts — the assets may not represent an investment contract."

Applied to ETH: putting aside the original ICO fundraising, current offers and sales of Ether are not securities transactions.

Legacy

• Was an SEC staff speech, never a Commission position. Internal SEC emails surfaced in Ripple discovery (2022) showed substantial internal disagreement.
• Disclaimed/sidelined under Chair Gensler.
• Effectively reinstated and codified under Atkins / Project Crypto: the "functional and decentralized" standard in Bucket 1 (digital commodities) is the Hinman test, formalized.

The Hinman framework's central insight — that decentralization can sever the Howey "efforts of others" prong over time — survives. It is now operational policy.

DAO Report (July 25, 2017)

§21(a) Investigative Report on The DAO — the SEC's first major crypto pronouncement ([S91]). Held that DAO tokens were securities. Established that form does not control — a token sold to fund a project can be an investment contract.

Historic significance: opened the SEC's six-year enforcement era. Logic preserved under Project Crypto's anti-fraud carve-out.

Framework for "Investment Contract" Analysis of Digital Assets (April 3, 2019)

Corp Fin's structured framework for applying Howey to digital assets ([S30]). Provided a checklist of facts pointing toward / away from security status.

Status: superseded by 33-11412 (March 17, 2026) ([S8]). Reference for historical analysis only.

No-Action Letters — the FinHub track

The SEC's Strategic Hub for Innovation and Financial Technology (FinHub) reviews crypto-related no-action requests. Two letters were issued in 2019; a third (DoubleZero / DePIN) came in October 2025.

TurnKey Jet (April 3, 2019) ([S92])

A jet-charter operator proposed a tokenized gift-card system. Staff said it would not recommend enforcement because:

• Tokens immediately functional at sale (no future development promised).
• Tokens priced at $1, USD-pegged for actual jet charters.
• Tokens not transferable outside the platform.
• No marketing as an investment.
• Limited resale to the issuer at a discount.

Lesson: A fully-functional utility token, priced for use not speculation, with transfer restrictions, fits Bucket 3 (Digital Tools).

Pocketful of Quarters (July 25, 2019) ([S92])

In-game currency (Quarters) for cross-game play. Staff did not recommend enforcement because:

• Quarters immediately functional within partner games.
• Not transferable outside a defined ecosystem (only to whitelisted developer wallets).
• Use restricted to gaming — no general payment functionality.
• Marketing focused on gameplay, not investment return.

Lesson: In-game tokens with restricted transferability and clear utility framing fit Bucket 3.

DoubleZero (October 2025) ([S93])

The first crypto no-action letter under Project Crypto. DoubleZero Foundation's token relating to a DePIN (decentralized physical infrastructure) network — focus on network-participation incentives rather than investment contract.

Lesson: Bucket 1 (digital commodity / network token) can be confirmed via no-action letter when network is functional and operator is non-essential to economic outcome.

Staff statements (2025 Project Crypto series)

Already covered in 01-project-crypto-overview.md and the bucket files. Consolidated here:

Commissioner statements worth tracking

• Commissioner Hester Peirce ("Crypto Mom") — author of Token Safe Harbor 2.0 ([S64]). Generally pro-builder. Now Chairs the SEC Crypto Task Force.
• Commissioner Caroline Crenshaw — most vocal dissenter on Project Crypto-era staff statements ([S13], [S21]). Useful for reading the strongest contrary view.
• Commissioner Mark Uyeda — Acting Chair prior to Atkins; signed off on initial Project Crypto direction.

How to use staff guidance

• Staff statements are not law. They reflect enforcement posture.
• A no-action letter binds the staff to the requesting party on the specific facts. Not a precedent for others.
• Court holdings (Howey, Reves, Ripple, Terraform, LBRY) override staff guidance.
• Project Crypto's interpretive release (33-11412) is the highest-status guidance short of a rule — Commission-approved, Federal Register-published.

Practical posture for builders

• Don't rely on a no-action letter you didn't request. Apply for your own if your facts are close to the line.
• Watch for new staff statements under Project Crypto — they are how the SEC backfills questions the interpretation didn't answer.
• Track Commissioner statements — dissents preview where the next administration could pivot.

Primary sources

[S2], [S8]–[S13], [S21], [S22], [S30], [S64]–[S68], [S90]–[S93] — see 99-sources.md.