The U.S. Securities and Exchange Commission’s Division of Corporation Finance published a staff statement outlining its view that offers and sales of “meme coins” fitting the characteristics described in the statement generally do not involve the offer and sale of securities under the federal securities laws. On that view, participants in such meme coin offers and sales would not need to register transactions under the Securities Act of 1933 or rely on an exemption, and meme coin purchasers and holders would not receive federal securities law protections. The statement describes meme coins as crypto assets inspired by internet memes or trends, promoted to build an online community, and typically bought for entertainment, social interaction, or cultural purposes, with value driven primarily by speculation and market demand, similar to collectibles. It states that a meme coin is not one of the common enumerated securities (such as stock, notes, or bonds) because it does not generate yield or convey rights to future income, profits, or business assets, and it applies the Howey “investment contract” analysis to the economic realities of the transaction. The Division concludes that these meme coin transactions typically do not involve an investment in an enterprise (including because funds are not pooled to be deployed by promoters to develop the coin or a related enterprise) and do not involve a reasonable expectation of profits derived from others’ entrepreneurial or managerial efforts, with value instead reflecting speculative trading and market sentiment. The Division limits its view to meme coins consistent with the described facts and cautions against products labeled “meme coins” to evade securities law analysis, noting it will assess the economic realities of particular transactions. It also notes that while these offers and sales may fall outside the federal securities laws, fraudulent conduct relating to meme coins may still be subject to enforcement or prosecution by other federal or state agencies under other laws.
U.S. Securities & Exchange Commission 2025-02-27
U.S. Securities and Exchange Commission Division of Corporation Finance states that typical meme coin transactions are not securities offerings
The SEC’s Division of Corporation Finance stated that "meme coins" generally aren't considered securities under federal law, so participants needn't register under the Securities Act of 1933. However, fraudulent activities involving meme coins may still face enforcement by other agencies.