Are memecoins securities? What the SEC has actually said

In the SEC's stated view, no. A February 2025 staff statement concluded that meme coins as described are not securities, and a March 2026 SEC–CFTC interpretive release elevated that to a Commission-level position classifying memecoins as "digital collectibles." Neither is law. Neither binds a court. Private plaintiffs are still pleading Howey and winning the right to try.

Reviewed as of 31 August 2026. Two of the three instruments below are less than eighteen months old and one is a live proposal with an open comment period.

The two documents that matter, and what each one is

Almost all coverage of this question cites one document and stops. There are two, they say different things with different authority, and the difference is the whole answer.

The February 2025 staff statement

On 27 February 2025, the SEC's Division of Corporation Finance published a staff statement on meme coins. It defined its subject narrowly: a crypto asset "inspired by internet memes, characters, current events, or trends for which the promoter seeks to attract an enthusiastic online community to purchase the meme coin and engage in its trading," characterised by limited or no functionality, value driven by speculative demand and market sentiment, and an entertainment purpose.

Meme coins as so described, the staff concluded, are not securities. Their offer and sale does not require Securities Act registration, and purchasers do not receive the protections of the Securities Act or Exchange Act.

The reasoning ran through Howey on two prongs. First, purchasers are not making "an investment in an enterprise" — the money is not pooled to develop a business. Second, any expectation of profit derives from "speculative trading and the collective sentiment of the market, like a collectible," rather than from the essential managerial efforts of others. The staff analogised meme coins to collectibles, and that analogy is doing more work in this analysis than any single sentence in it.

Commissioner Caroline Crenshaw published a response the same day arguing that the statement rested on a narrow, self-serving factual construct and left investors unprotected. It is worth reading alongside the statement, not least because it identifies exactly which factual assumptions the conclusion depends on.

The March 2026 interpretive release

On 17 March 2026 the SEC issued Release 33-11412, "Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets," jointly with the CFTC. It replaces ad hoc analysis with a five-category taxonomy:

Memecoins sit in the second row, explicitly, by the release's own definitional language. The CFTC joined the interpretation and committed to administering the Commodity Exchange Act consistently — which places non-security crypto assets, memecoins included, on the commodity side for CFTC anti-fraud and anti-manipulation purposes.

If you write or read about the February 2025 statement without reference to the March 2026 release, you are working from a stale picture. The staff view has been absorbed and elevated.

Why "the SEC said so" is not the end of the analysis

This is the part that most consumer content gets wrong, and getting it wrong is what leads people to build products and launch tokens on a foundation that is thinner than it looks.

A staff statement has no legal force. The February 2025 document carries the standard disclaimer in terms: it "represents the views of the staff," it "has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations." It is not a rule and not a Commission position.

An interpretive release is better, but it is still not a rule. Release 33-11412 is Commission-level, which is a genuine step up. But it was not adopted through notice-and-comment rulemaking, so it is an interpretive release rather than a legislative rule. It does not bind courts. And after Loper Bright Enterprises v. Raimondo removed Chevron deference, a federal judge construing "investment contract" owes the agency's interpretation no deference at all — at most whatever persuasive weight its reasoning earns on its own merits.

The agencies are not the only enforcers. The February 2025 statement said so expressly: fraudulent conduct related to the offer and sale of meme coins "may be subject to enforcement action or prosecution by other federal or state agencies." It said nothing about state blue sky law, CFTC anti-fraud jurisdiction, money transmission, or private civil liability, and its silence on those is not clearance.

Private plaintiffs are unaffected by the SEC's charging decisions. A class action does not need the SEC's permission to plead that a specific token was an investment contract. The court runs Howey itself. Pump.fun faces multiple US class actions alleging it created and sold unregistered securities, alongside a separate suit alleging an internal scheme to rig Solana memecoin launches, in which a whistleblower reportedly produced more than 5,000 messages. Meteora has been sued over an alleged pump-and-dump launch. The plaintiffs' bar is actively testing this, and it is the realistic US exposure for anyone operating at scale.

What pulls a token back inside Howey

The February 2025 statement drew two boundaries around itself that are easy to skate past.

The first: coins whose facts deviate from the described characteristics are outside the conclusion. Each asset is judged on "the economic realities of the particular transaction," not the label. Calling something a meme coin does not make it one.

The second, and the operative risk for anyone launching: products that use the "meme coin" label to disguise an offering that would otherwise be a security are not covered. Marketing a token with promises of development, a roadmap, revenue share, or continuing managerial effort by an identifiable team can pull it back inside Howey regardless of what the token is called or how funny the artwork is.

In practice, the classification is set by what you say while selling, not by the contract you deploy. A dog picture with no promises is a weak Howey case. The same dog picture sold with a published roadmap, a treasury the team controls, staged product releases and an implied revenue share to holders is a materially stronger one. Whether it is legal to launch a memecoin in the US works through where that line sits in practice.

What is still coming, and what has not arrived

Two things regularly get reported as settled and are not.

SEC Release 33-11434, "Regulation Crypto Assets," is a proposal. It was proposed on 21 August 2026 with a comment deadline of 20 October 2026. It would create a tailored offering regime for crypto asset investment contracts — a startup exemption of up to $5m over four years with principles-based disclosure, a fundraising exemption of up to $75m per twelve months with financial statements and ongoing reporting, and an investment contract safe harbor deeming certain crypto assets to have exited investment-contract status once essential managerial efforts cease. Antifraud and antimanipulation provisions would expressly continue to apply. None of this is in force. The comment period is open, and proposals change materially or die.

The CLARITY Act has not passed the Senate. H.R. 3633, the Digital Asset Market Clarity Act, passed the House on 17 July 2025 by 294–134 and sits on the Senate Legislative Calendar. A motion to proceed was filed in early August 2026 and a cloture vote was scheduled for 15 September 2026. It would give the CFTC exclusive jurisdiction over digital commodity spot markets and create registration categories for digital commodity exchanges, brokers and dealers, and memecoins would almost certainly land as digital commodities. It needs sixty votes, it has live disputes over ethics provisions, stablecoin yield and illicit-finance language, and passage in 2026 is genuinely uncertain. The current status of US market structure legislation tracks it as it moves.

The one federal digital asset statute actually on the books is the GENIUS Act, signed 18 July 2025, and it is about payment stablecoins rather than memecoins.

The non-securities question the classification does not answer

Deciding a memecoin is not a security answers one question and opens several others.

The CFTC now treats it as sitting on the commodity side, which means CEA §6(c)(1) and Rule 180.1 fraud and fraud-based manipulation authority applies to spot memecoin markets. What the CFTC does not have is comprehensive regulatory authority over spot memecoin venues — it has anti-fraud enforcement and full authority over derivatives, and nothing in between. That gap is the reason market structure legislation exists.

State law is untouched by any of this. Blue sky statutes have their own definitions and their own regulators, and New York's Martin Act is notably broad and does not require proof of intent to defraud. A state securities administrator can reach a different conclusion from the SEC on the same token.

And outside the US, the classification is close to irrelevant. MiCA does not ask whether something is a security — it catches crypto-assets precisely because they fall outside MiFID II. A memecoin that is comfortably outside US securities law is squarely inside MiCA's "other crypto-assets" bucket, with white paper and marketing obligations attached. What EU rules actually require of memecoins sets that out. The UK's promotion regime is likewise indifferent to securities status.

Insider trading is the sharpest illustration. Classic Rule 10b-5 insider trading requires a security; if a memecoin is not one, trading on inside information in it is generally not a securities offence, and the theories that remain are fraud-based rather than disclosure-based. What the law on memecoin insider trading actually reaches covers that mismatch.

What this article does not tell you

It cannot tell you whether a particular token is a security. That determination is fact-specific, turns on what was said and promised around the sale, and is made by a court on a full record. Anyone who tells you they can classify a token from its ticker is guessing.

It also cannot tell you how durable the current posture is. Interpretive releases can be withdrawn, and this one was issued by a Commission whose composition will change. The Regulation Crypto Assets proposal could reshape the analysis, or lapse. A single adverse district court ruling in one of the pending class actions would not overturn the release, but it would give the plaintiffs' bar a template and change the practical risk picture materially.

Finally, none of this touches whether trading memecoins is a good idea, which is a separate question with a much less ambiguous answer. If you want the jurisdictional picture rather than the securities one, are memecoins legal covers holding, issuing, promoting and platform operation across five regimes.

Frequently asked questions

Did the SEC officially rule that memecoins are not securities?

Not through rulemaking. The February 2025 document was a staff statement with no legal force by its own terms. The March 2026 Release 33-11412 is a Commission-level interpretive release, which carries more weight but was not adopted through notice-and-comment and does not bind courts. Neither is a rule, and neither is a ruling.

Can a memecoin still be a security?

Yes, on its facts. Both documents scope themselves to assets with limited functionality whose value comes from market sentiment. A token marketed with a roadmap, development promises, revenue share or continuing managerial effort by an identifiable team can satisfy Howey regardless of the meme coin label, and courts assess the economic reality of the transaction rather than the name.

Does the Howey test still apply to memecoins?

Howey applies to every asset — it is the test a court runs to decide whether something is an investment contract. What the SEC's documents do is state the agency's view of how Howey resolves for typical memecoins. Private plaintiffs continue to plead Howey against memecoin issuers and platforms, and courts run the test independently.

If memecoins are not securities, who regulates them in the US?

The CFTC has anti-fraud and anti-manipulation authority over commodity spot markets under CEA §6(c)(1) and Rule 180.1, but no comprehensive spot-market licensing authority. DOJ prosecutes fraud. State securities and consumer protection regulators apply their own statutes. Private litigants sue. There is no single federal regulator of spot memecoin trading, which is the gap market structure legislation is meant to close.

Does the SEC's position apply outside the United States?

No. MiCA in the EU does not ask whether an asset is a security and catches memecoins as "other crypto-assets" with white paper and marketing obligations. The UK regulates cryptoasset promotions criminally under FSMA section 21 and is phasing in a full authorisation regime through October 2027. The US classification has no effect on either.

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Verifiable commitments beat classification arguments

Whatever a token's legal status, the thing a buyer can actually check is what you locked and for how long. Liquidity locking through Team Finance — built by TrustSwap, which also builds Meme Central — holds LP tokens for a fixed term across Ethereum, Robinhood Chain, Polygon, Base and BNB, and the lock surfaces as a verified badge on the token's page in the Meme Central feed. It is not a securities-law opinion, it does not stop a creator selling their own allocation, and it will not help you if what you said while selling was untrue.

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Nothing here is financial, legal or tax advice. Memecoins are extremely high-risk: most lose most of their value, and the majority of tokens launched never reach a decentralised exchange at all. Never spend money you cannot afford to lose entirely. Meme Central does not recommend any specific token. Data described as Meme Central's own reflects tokens indexed by Meme Central and is not whole-market data.

This article is general information about a fast-moving area of law and was last reviewed on 31 August 2026. It is not legal or tax advice, rules differ materially by jurisdiction, and your facts matter. Consult a qualified attorney or accountant before acting.