The SEC's Division of Corporation Finance added three crypto FAQs on November 2, 2026, addressing governance, participation controls and decentralization. Bitcoin Magazine flagged the guidance that evening. For crypto projects in the United States, the update addresses who can control a network, alongside whether its token has a working use.
The answers are staff guidance with no legal force. They explain the staff's reading of the Commission's existing interpretation and introduce no binding obligations.
Shared Governance and Coordinated Control
The staff says independent participants in broad-based governance generally do not constitute a central group when they lack a separate agreement or understanding to act together. Formal arrangements and informal coordination both matter. To meet the interpretation's definition of a central party, participants would also need operational, economic or voting control.
The update also addresses unilateral authority over access, validation, voting procedures and transaction reversal. Functionality and decentralization remain distinct concepts: a usable network can still present questions about control.
A large voting community and a small coordinated bloc deserve different scrutiny when assessing a project's decentralization claims. The practical question is which decisions participants can make independently, and which decisions someone else can override.
The March Framework Behind the Update
The underlying SEC interpretation, effective March 23, 2026, organizes crypto assets into five categories: digital commodities, digital collectibles, digital tools, stablecoins and digital securities. The CFTC provides related guidance in the same release.
That framework separates the asset from the transaction through which someone acquires it. A crypto asset that is not itself a security can nevertheless be sold subject to an investment contract. The interpretation also addresses circumstances in which that relationship can end.
Classification concerns the asset's characteristics and its associated system; investment-contract analysis also examines the issuer's representations and promises. The November governance additions address network control within that broader treatment of assets and transactions.
The March release also addresses protocol mining, protocol staking, wrapping and airdrops. Its economic discussion says the interpretation itself creates no new legal obligations and anticipates that clearer agency views could reduce the cost of determining applicable requirements.
Overview
The SEC staff's November 2 additions—Questions 1.4, 1.5 and 1.6—explain how governance arrangements and participation authority bear on central control under the March interpretation. They provide no blanket regulatory clearance.
