SEC Says Most Meme Coins Do Not Qualify as Securities
by Jamie Redman
The U.S. Securities and Exchange Commission (SEC) stated on Feb. 27 that most meme coins do not meet the definition of securities under federal law, exempting them from registration requirements.
SEC Says Most Meme Coins Do Not Qualify as Securities
SEC Clarifies Meme Coins Fall Outside Securities Regulations
Meme coins, defined as crypto assets tied to internet culture or trends, derive value primarily from speculation and community engagement rather than utility, according to the SEC’s Division of Corporation Finance. These assets, often compared to collectibles, lack yield-generating mechanisms or rights to profits, distinguishing them from traditional securities.
The SEC applied the Howey Test, a legal framework determining if an asset qualifies as an investment contract. It found meme coin transactions typically do not involve pooled investments or reliance on promoters’ managerial efforts to generate profits. Instead, price fluctuations stem from market sentiment and trading activity.
The agency emphasized meme coin purchasers do not invest in a shared enterprise, and promoters rarely engage in efforts directly influencing asset value. Without these elements, transactions avoid classification as securities, sparing issuers from SEC registration.
However, the SEC warned that products mislabeled as meme coins to evade securities laws will face scrutiny. Fraudulent activities, though outside the SEC’s purview here, may still be prosecuted by other federal or state agencies. The guidance offers clarity amid booming interest in meme-driven crypto assets but leaves purchasers unprotected by federal securities laws.
The move follows the proposed MEME Act by Democrats, aiming to block Congress members, the president, and their families from shilling meme coins. While the guidance clarifies rules for quirky crypto, it leaves buyers without federal investor protections.
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