SEC declares memecoins are not securities in landmark staff statement

The US Securities and Exchange Commission’s (SEC) Division of Corporation Finance clarified that memecoins do not constitute securities under federal law, marking a notable stance on a sector of the crypto market often fueled by speculation and internet culture.

In a Feb. 27 staff statement, the SEC emphasized that memecoins, which are typically inspired by online trends and lack substantial utility, do not meet the definition of an “investment contract” under the Howey test — a legal standard used to determine whether a transaction qualifies as a security.

The statement highlighted that memecoin transactions do not involve pooled investor funds or managerial efforts from a centralized entity, key factors in determining security status.

According to the statement:

“Memecoins are primarily purchased for entertainment, social interaction, and cultural engagement, with their value driven by market sentiment rather than the managerial or entrepreneurial efforts of others.”

The SEC also likened meme coins to collectibles, emphasizing their speculative nature and price volatility.

While the SEC’s position relieves memecoin promoters and traders of registration requirements under the Securities Act of 1933, the agency cautioned that fraudulent activity involving memecoins could still trigger enforcement actions under other federal and state laws.

The statement emphasized that labeling a financial product as a “memecoin” does not exempt it from securities regulations if its economic realities indicate otherwise.

The clarification comes after years of regulatory scrutiny over digital assets, with the SEC aggressively pursuing enforcement actions against crypto projects deemed to have violated securities laws.

However, memecoins, often created as jokes or social experiments, have remained in a legal gray area despite their growing presence in online trading communities.

Legal experts view the SEC’s stance as a potential shift in the regulatory landscape, setting a precedent for how speculative digital assets may be treated under federal law. While the statement does not carry legal weight, it signals a departure from previous enforcement patterns that targeted token issuances perceived as securities.

The SEC’s announcement could have broad implications for the crypto market, where memecoins have evolved from internet novelties into multi-billion-dollar assets.

Despite the statement, uncertainties remain regarding future regulatory developments, particularly as lawmakers and agencies continue to debate comprehensive frameworks for digital assets.

The SEC reaffirmed its commitment to evaluating crypto products on a case-by-case basis, warning that new variations of meme coins designed to circumvent securities laws would still be subject to regulatory scrutiny.

Investors and crypto enthusiasts welcomed the clarification, viewing it as a step toward regulatory consistency. However, the agency’s warning against fraudulent schemes reinforced the need for market participants to remain cautious amid meme coin speculation.