[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 3755 Reported in Senate (RS)]
<DOC>
Calendar No. 312
119th CONGRESS
2d Session
S. 3755
To provide for a system of regulation of the offer and sale of digital
commodities by the Commodity Futures Trading Commission, and for other
purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
February 2, 2026
Mr. Boozman, from the Committee on Agriculture, Nutrition, and
Forestry, reported the following original bill; which was read twice
and placed on the calendar
_______________________________________________________________________
A BILL
To provide for a system of regulation of the offer and sale of digital
commodities by the Commodity Futures Trading Commission, and for other
purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,

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(a) Short Title.--This Act may be cited as the ``Digital Commodity
Intermediaries Act''.
(b) Table of Contents.--The table of contents for this Act is as
follows:

b0ddff7a6edad7f103ffac3419af1fb38d9099864acfa9d1d957ce8dbd40aa48

brokers, and dealers; provisional status.

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TITLE I

-DEFINITIONS; RULEMAKING

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TITLE II

-REGISTRATION FOR DIGITAL COMMODITY INTERMEDIARIES AT THE

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In this Act, the terms ``blockchain'', ``decentralized finance
messaging system'', ``decentralized finance trading protocol'',
``decentralized governance system'', ``digital asset'', ``digital
commodity'', ``digital commodity broker'', ``digital commodity
dealer'', ``digital commodity exchange'', and ``mixed digital asset
transaction'' have the meanings given those terms, respectively, in
section 1a of the Commodity Exchange Act (7 U.S.C. 1a).

82b2d7e56f644971fdb4a4d7231f641bca7f38a7fcbd13553fd75cdce3b768bc

(a) Definitions.--The Commodity Futures Trading Commission shall
issue rules to further define the terms ``associated person of a
digital commodity broker'', ``associated person of a digital commodity
dealer'', ``blockchain'', ``blockchain application'', ``blockchain
protocol'', ``blockchain system'', ``decentralized finance messaging
system'', ``decentralized finance trading protocol'', ``decentralized
governance system'', and ``digital commodity''(as defined in section 1a
of the Commodity Exchange Act (7 U.S.C. 1a)).
(b) Joint Rulemaking for Exchanges and Intermediaries.--The
Commodity Futures Trading Commission and the Securities and Exchange
Commission shall jointly issue rules to exempt persons dually
registered with the Commodity Futures Trading Commission and the
Securities and Exchange Commission from duplicative, conflicting, or
unduly burdensome provisions of this Act, the securities laws (as
defined in section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a))), and the Commodity Exchange Act (7 U.S.C. 1 et seq.),
and the rules under those Acts, to the extent that the exemption
would--
(1) foster the development of fair and orderly markets in
digital assets;
(2) be necessary or appropriate for the protection of
customers; and
(3) be consistent with the protection of investors.
(c) Joint Rulemaking for Mixed Digital Asset Transactions.--The
Commodity Futures Trading Commission and the Securities and Exchange
Commission shall jointly issue rules applicable to mixed digital asset
transactions under this Act and the amendments made by this Act,
including by further defining such term.
(d) Joint Rulemaking, Procedures, or Guidance for Delisting.--Not
later than 180 days after the date of enactment of this Act, the
Commodity Futures Trading Commission and the Securities and Exchange
Commission (referred to in this subsection as the ``Commissions'')
shall jointly issue rules, procedures, or guidance (as determined
appropriate by the Commissions) regarding the process to delist an
asset for trading under section 104 if the Commissions determine that
the listing is inconsistent with the Commodity Exchange Act (7 U.S.C. 1
et seq.), the securities laws (as defined in section 3(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) (including
regulations under those laws), or this Act.
(e) Joint Rules for Portfolio Margining Determinations.--
(1) In general.--Not later than 360 days after the date of
enactment of this Act, the Commodity Futures Trading Commission
and the Securities and Exchange Commission shall jointly issue
rules with respect to margin, customer protection, segregation,
or other requirements as necessary to facilitate portfolio
margining of securities (including related extensions of
credit), security-based swaps, contracts for future delivery,
options on a contract for future delivery, swaps, and digital
commodities, or any subset thereof, in--
(A) a securities account carried by a registered
broker or dealer or a security-based swap account
carried by a registered security-based swap dealer;
(B) a futures or cleared swap account carried by a
registered futures commission merchant (as defined in
section 1a of the Commodity Exchange Act (7 U.S.C.
1a));
(C) a swap account carried by a swap dealer; or
(D) a digital commodity account carried by a
registered digital commodity broker or digital
commodity dealer that is also registered in such other
capacity as is necessary to also carry the other
customer or counterparty positions being held in the
account.
(2) Requirements.--With respect to a joint rulemaking
described in paragraph (1)--
(A) the joint rule shall be in the public interest
and provide for the appropriate protection of
customers;
(B) the Commodity Futures Trading Commission and
the Securities and Exchange Commission shall consider
the public interest of the joint rule through the
solicitation of public comments; and
(C) the Commodity Futures Trading Commission and
the Securities and Exchange Commission shall consult
with other relevant foreign or domestic regulators,
including the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation, and
the Office of the Comptroller of the Currency, as
appropriate.
(f) Conflicts of Interest Rulemaking.--
(1) Rulemaking.--Not later than 18 months after the date of
enactment of this Act, the Commodity Futures Trading Commission
shall issue rules establishing requirements for the
identification, mitigation, and resolution of conflicts of
interest among and across registered entities (as defined in
section 1a of the Commodity Exchange Act (7 U.S.C. 1a)) and
persons required to be registered with the Commodity Futures
Trading Commission, including conflicts of interest related to
vertically integrated market structures.
(2) Minimum standards.--The rules issued under paragraph
(1) shall, at a minimum--
(A) establish governance, personnel, and financial
resource separation among affiliated entities that
perform distinct regulated functions;
(B) prohibit trading facilities or intermediaries
from acting as counterparties to customer transactions
or otherwise engaging in self-dealing, except as
provided in section 5i(b)(2)(B) of the Commodity
Exchange Act;
(C) require appropriate safeguards for custody and
use of customer assets to prevent conflicts arising
from commingling or misuse;
(D) mandate disclosure and management of material
conflicts, including those involving affiliated
entities or proprietary trading; and
(E) ensure independent oversight and decision-
making in market operations and compliance.

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BROKERS, AND DEALERS; PROVISIONAL STATUS.
(a) Registration.--
(1) In general.--Unless exempted from registration, a
person shall not act as a digital commodity exchange, digital
commodity broker, or digital commodity dealer after the end of
the 90-day period beginning on the date the process described
in paragraph (2) is adopted by the Commodity Futures Trading
Commission, unless, as the case may be, the person is
registered as a--
(A) digital commodity exchange pursuant to section
5i of the Commodity Exchange Act;
(B) digital commodity broker pursuant to section 4u
of the Commodity Exchange Act; or
(C) digital commodity dealer pursuant to section 4u
of the Commodity Exchange Act.
(2) Expedited process.--Not later than 180 days after the
date of enactment of this Act, the Commodity Futures Trading
Commission shall adopt, by rule, regulation, or order, a
process for expedited registration of persons required to be
registered pursuant to paragraph (1).
(b) Provisional Status.--
(1) In general.--A person who is registered in accordance
with subsection (a) shall be in provisional status until--
(A) in the case of a digital commodity broker or
digital commodity dealer, the date that is 270 days
after the final effective date of the rulemakings
required under section 4u of the Commodity Exchange
Act; or
(B) in the case of a digital commodity exchange,
the date that is 270 days after the final effective
date of the rulemakings required under section 5i of
such Act.
(2) Payment of fees.--A person in provisional status shall
pay all fees required of persons registered with the Commodity
Futures Trading Commission under section 8e of the Commodity
Exchange Act.
(c) Operations Prior to Regulations.--
(1) Requirements.--A person in provisional status pursuant
to subsection (b) shall be subject to the requirements of this
section and the Commodity Exchange Act (7 U.S.C. 1 et seq.) and
any rules or regulations promulgated under this section or that
Act, as applicable.
(2) Listings.--
(A) In general.--Except as provided in subparagraph
(B), a person in provisional status pursuant to
subsection (b) may continue to offer, solicit, trade,
facilitate, execute, clear, report, or otherwise deal
in any digital asset offered on or through the
facilities of the person before the date of
registration under this section, until such time as the
rulemaking on definitions required under section 103(a)
is effective.
(B) Delisting.--Before the effective date of the
rulemaking on definitions under section 103(a), a
person in provisional status pursuant to subsection (b)
shall cease offering, soliciting, trading,
facilitating, executing, clearing, reporting, or
otherwise dealing in any digital asset required to be
delisted pursuant to a joint delisting process
established under section 103(e).
(3) Exemptive authority.--In order to promote responsible
innovation and fair competition, or protect customers, the
Commodity Futures Trading Commission may exempt any persons or
class of persons in provisional status pursuant to subsection
(b) from any requirements of this section or the Commodity
Exchange Act (7 U.S.C. 1 et seq.) or any rules or regulations
promulgated under this section or that Act, as applicable.
(d) Customer Disclosure Before Registration.--
(1) In general.--Beginning 30 days after the date of
enactment of this Act, any person acting as a digital commodity
exchange, digital commodity broker, or digital commodity dealer
shall disclose to the customers of the person so acting, in the
disclosure documents, offering documents, and promotional
material of the person so acting, in a prominent manner, that
the person is not registered with or regulated by the Commodity
Futures Trading Commission.
(2) Exception.--Paragraph (1) shall not apply to any person
who registers pursuant to subsection (a).

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(a) In General.--Nothing in this Act or any amendment made by this
Act shall affect or apply to, or be interpreted to affect or apply to--
(1) any agreement, contract, or transaction that is subject
to the Commodity Exchange Act (7 U.S.C. 1a et seq.) as--
(A) a contract of sale of a commodity for future
delivery or an option on such a contract (as those
terms are defined in section 1a of the Commodity
Exchange Act (7 U.S.C. 1a));
(B) a swap (as defined in that section);
(C) a security futures product (as defined in that
section);
(D) an option authorized under section 4c of that
Act (7 U.S.C. 6c);
(E) an agreement, contract, or transaction
described in section 2(c)(2)(C)(i) of that Act (7
U.S.C. 2(c)(2)(C)(i)); or
(F) a leverage transaction authorized under section
19 of that Act (7 U.S.C. 23); or
(2) the activities of any person with respect to any
agreement, contract, or transaction described in paragraph (1).
(b) Prohibitions on Spot Digital Commodity Entities.--Nothing in
this Act authorizes, or shall be interpreted to authorize, a digital
commodity exchange, digital commodity broker, or digital commodity
dealer to engage in any activities involving any transaction, contract,
or agreement described in subsection (a)(1), solely by virtue of being
registered as a digital commodity exchange, digital commodity broker,
or digital commodity dealer.
(c) Effect.--An agreement, contract, or transaction described in
subsection (a)(1) shall not be regulated as a digital commodity
agreement, contract, or transaction solely because it is issued,
recorded, represented, or transferred on a blockchain or other similar
technology.

b2a3a933c321e9c9bb939e421d9b776f968505a4ce8e02e095dcd250a95cf1a9

Section 4c(a) of the Commodity Exchange Act (7 U.S.C. 6c(a)) is
amended--
(1) in paragraph (3)--
(A) in subparagraph (B), by striking ``or'' at the
end;
(B) in subparagraph (C), by striking the period and
inserting ``; or''; and
(C) by adding at the end the following:
``(D) a contract of sale of a digital commodity.'';
and
(2) in paragraph (4)--
(A) in subparagraph (A)--
(i) in clause (ii), by striking ``or'' at
the end;
(ii) in clause (iii), by striking the
period and inserting ``; or''; and
(iii) by adding at the end the following:
``(iv) a contract of sale of a digital
commodity.'';
(B) in subparagraph (B)--
(i) in clause (ii), by striking ``or'' at
the end;
(ii) in clause (iii), by striking the
period and inserting ``; or''; and
(iii) by adding at the end the following:
``(iv) a contract of sale of a digital
commodity.''; and
(C) in subparagraph (C)--
(i) by redesignating clauses (i) through
(iii) as subclauses (I) through (III),
respectively, and indenting appropriately;
(ii) in the matter preceding subclause (I)
(as so redesignated), by striking ``It shall''
and inserting the following:
``(i) In general.--It shall'';
(iii) in clause (i) (as so designated)--
(I) in subclause (II), by striking
``or'' at the end; and
(II) in subclause (III), by
striking ``a swap, provided, however,
that nothing'' and inserting the
following: ``a swap; or
``(IV) a contract of sale of a
digital commodity.
``(ii) Effect.--Nothing''; and
(iv) in clause (ii) (as so designated), by
striking ``clauses (i), (ii), or (iii)'' and
inserting ``any of subclauses (I) through (IV)
of clause (i)''.

731dbb4b4f33eb37950523f953e4a6c2a8c40086d2ac4574d7dfcef4d6df5e38

In order to promote greater consistency in effective and consistent
global regulation of digital commodities, the Commodity Futures Trading
Commission, as appropriate--
(1) shall consult and coordinate with foreign regulatory
authorities on the application of consistent international
standards with respect to the regulation of digital
commodities; and
(2) may enter into such information-sharing arrangements as
are determined necessary or appropriate for the protection of
investors, customers, and users of digital commodities.

695fe371a3c95fbf0c05564c70231bca3260849ea36203bbe944d652c044624e

(a) Global Rulemaking Timeframe.--Unless otherwise provided in this
Act or an amendment made by this Act, the Commodity Futures Trading
Commission and the Securities and Exchange Commission, or both, shall
individually, and jointly where required, promulgate rules and
regulations required of each Commission under this Act or an amendment
made by this Act not later than 18 months after the date of enactment
of this Act.
(b) Rules and Registration Before Final Effective Dates.--
(1) In general.--In order to prepare for the implementation
of this Act and the amendments made by this Act, the Commodity
Futures Trading Commission and the Securities and Exchange
Commission may, before any effective date provided in this Act
or an amendment made by this Act--
(A) promulgate rules, regulations, or orders
permitted or required by this Act or the amendments
made by this Act;
(B) conduct studies and prepare reports and
recommendations required by this Act or the amendments
made by this Act;
(C) register persons under this Act or the
amendments made by this Act; and
(D) exempt persons, agreements, contracts, or
transactions from provisions of this Act or the
amendments made by this Act, in accordance with this
Act or those amendments.
(2) Limitation on effectiveness.--An action by the
Commodity Futures Trading Commission or the Securities and
Exchange Commission under paragraph (1) shall not become
effective before the effective date otherwise applicable to the
action under this Act or the amendments made by this Act.
(c) Sense of Congress.--It is the sense of Congress that prior to
implementation of this Act the Commodity Futures Trading Commission--
(1) be fully constituted as described in section 2(a)(2) of
the Commodity Exchange Act (7 U.S.C. 2(a)(2)) to carry out all
existing responsibilities and those directed by this Act, with
not fewer than 2 of the Commissioners nominated, prior to such
appointments, following consultation and coordination with the
ranking minority member of the Committee on Agriculture,
Nutrition, and Forestry of the Senate; and
(2) be appropriately staffed to ensure sufficient
regulatory capacity, expertise, and enforcement readiness
necessary to implement this Act and the amendments made by this
Act.

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(a) In General.--Except as provided in subsection (b) and as
otherwise provided in this Act or an amendment made by this Act, this
Act and the amendments made by this Act shall take effect on the date
that is 18 months after the date of enactment of this Act.
(b) Rulemaking Provisions.--To the extent that a provision of this
Act or an amendment made by this Act requires a rulemaking, the
provision shall take effect on the later of--
(1) 18 months after the date of enactment of this Act; and
(2) 120 days after the publication in the Federal Register
of the final rule implementing the provision.

2b4f668386ac336b22e089b22358152e11feab131cf9961104e5b84945e1e520

It is the sense of Congress that nothing in this Act or any
amendment made by this Act should be interpreted to authorize any
entity to regulate any commodity, other than a digital commodity, on
any spot market.
COMMODITY FUTURES TRADING COMMISSION

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(a) Savings Clause.--Section 2(a)(1) of the Commodity Exchange Act
(7 U.S.C. 2(a)(1)) is amended by adding at the end the following:
``(J)(i) Except as expressly provided in this Act,
nothing in the Digital Commodity Intermediaries Act or
any amendment made by that Act shall affect or apply
to, or be interpreted to affect or apply to--
``(I) any agreement, contract, or
transaction that is subject to this Act as--
``(aa) a contract of sale of a
commodity for future delivery or an
option on such a contract;
``(bb) a swap;
``(cc) a security futures product;
``(dd) an option authorized under
section 4c;
``(ee) an agreement, contract, or
transaction described in subparagraph
(C)(i) or (D)(i) of subsection (c)(2);
or
``(ff) a leverage transaction
authorized under section 19; or
``(II) the activities of any person with
respect to any such agreement, contract, or
transaction.
``(ii) An agreement, contract, or transaction
described in clause (i)(I) shall not be regulated as a
digital commodity agreement, contract, or transaction
solely because it is issued, recorded, represented, or
transferred on a blockchain or other similar
technology.''.
(b) Limitation on Authority Over Permitted Payment Stablecoins.--
Section 2(c)(1) of the Commodity Exchange Act (7 U.S.C. 2(c)(1)) is
amended--
(1) in the matter preceding subparagraph (A), by striking
``section, 5b, or'' and inserting ``section 5b or'';
(2) in subparagraph (F), by striking ``or'' at the end;
(3) in subparagraph (G), by striking the period and
inserting ``; or''; and
(4) by adding at the end the following:
``(H) a payment stablecoin (as defined in section 2
of the GENIUS Act (Public Law 119-27; 139 Stat. 419))
that is issued by a permitted payment stablecoin issuer
(as defined in that section) (referred to in this
subsection as a `permitted payment stablecoin').''.
(c) Commission Jurisdiction Over Digital Commodity Transactions.--
Section 2(c)(2) of the Commodity Exchange Act (7 U.S.C. 2(c)(2)) is
amended--
(1) in subparagraph (D)--
(A) in clause (ii)--
(i) in subclause (I), by inserting after
``paragraph (1)'' the following: ``(other than
an agreement, contract, or transaction in a
permitted payment stablecoin)'';
(ii) by striking subclause (IV); and
(iii) by redesignating subclause (V) as
subclause (IV);
(B) by redesignating clause (iv) as clause (v);
(C) by inserting after clause (iii) the following:
``(iv) Digital commodities; permitted
payment stablecoins.--This subparagraph shall
not apply to a contract of sale of a digital
commodity or a permitted payment stablecoin
that results in actual delivery within 2 days
or such other period as the Commission may
determine by rule or regulation based upon the
typical commercial practice in cash or spot
markets for the digital commodity or permitted
payment stablecoin involved.''; and
(D) by inserting after clause (v) (as so
redesignated) the following:
``(vi) Retail commodity transaction
rulemaking.--The Commission shall, by rule or
regulation, establish appropriate conditions,
requirements, or limitations with respect to
the extension of leverage, margin, or financing
in connection with any cash or spot digital
commodity agreement, contract, or transaction
subject to this subparagraph.
``(vii) Further rulemaking authority.--In
order to promote responsible innovation and
fair competition, or protect customers, the
Commission may by rule or regulation exempt,
either unconditionally or on stated terms or
conditions or for stated periods, and either
retroactively or prospectively, or both, a
digital commodity exchange or a digital
commodity broker from the requirements of this
subparagraph, if the Commission determines that
the exemption would be consistent with the
public interest and the purposes of this
Act.''; and
(2) by adding at the end the following:
``(F) Commission jurisdiction with respect to
digital commodity transactions.--
``(i) In general.--Subject to sections 6d
and 12(e), the Commission shall have exclusive
jurisdiction with respect to any account,
agreement, contract, or transaction involving a
contract of sale of a digital commodity in
interstate commerce, including in a digital
commodity cash or spot market, that is offered,
solicited, traded, facilitated, executed,
cleared, reported, or otherwise dealt in--
``(I) on or subject to the rules of
a registered entity or an entity that
is required to be registered as a
registered entity; or
``(II) by any other entity
registered, or required to be
registered, with the Commission.
``(ii) Limitations.--Clause (i) shall not
apply with respect to--
``(I) custodial or depository
activities for a digital commodity of
an entity regulated by--
``(aa) an appropriate
Federal banking agency; or
``(bb) a State bank
supervisor (as defined in
section 3 of the Federal
Deposit Insurance Act (12
U.S.C. 1813));
``(II) an offer or sale of an
investment contract involving a digital
commodity or a securities offer or sale
involving a digital commodity; or
``(III) a mixed digital asset
transaction.
``(G) Agreements, contracts, and transactions in
stablecoins.--
``(i) Treatment of permitted payment
stablecoins on commission-registered
entities.--Subject to clauses (ii) and (iii),
the Commission shall have jurisdiction over a
cash or spot agreement, contract, or
transaction in a permitted payment stablecoin
that is offered, offered to enter into, entered
into, executed, solicited, or accepted, or for
which the execution of is confirmed--
``(I) on or subject to the rules of
a registered entity; or
``(II) by any other entity
registered with the Commission.
``(ii) Permitted payment stablecoin
transaction rules.--This Act shall apply to a
transaction described in clause (i) only for
the purpose of regulating the offer, execution,
solicitation, or acceptance of a cash or spot
permitted payment stablecoin transaction on a
registered entity or by any other entity
registered with the Commission, as if the
permitted payment stablecoin were a digital
commodity.
``(iii) No authority over permitted payment
stablecoins.--Notwithstanding clauses (i) and
(ii), the Commission shall not make a rule or
regulation, impose a requirement or obligation
on a registered entity or other entity
registered with the Commission, or impose a
requirement or obligation on a permitted
payment stablecoin issuer regarding the
operation of a permitted payment stablecoin
issuer or a permitted payment stablecoin.''.
(d) Network Tokens and Ancillary Assets.--Section 2 of the
Commodity Exchange Act (7 U.S.C. 2) is amended by adding at the end the
following:
``(k) Treatment of Secondary Market Network Tokens and Certified
Ancillary Assets.--The secondary market offer or sale of a network
token (as defined in section 4B(a) of the Securities Act of 1933) other
than the offer or sale of an investment contract pursuant to which an
ancillary asset is offered or sold by an ancillary asset originator, or
an underwriter with respect to an investment contract pursuant to which
such ancillary asset was originally sold, shall be considered an offer
or sale of a digital commodity.''.
(e) Conforming Amendments.--
(1) Paragraph (15) of section 1a of the Commodity Exchange
Act (7 U.S.C. 1a) (as amended by section 17(f) of the GENIUS
Act (Public Law 119-27; 139 Stat. 463) and as redesignated by
section 101(a)(1)) is amended by striking the second sentence.
(2) Section 2(a)(1)(A) of the Commodity Exchange Act (7
U.S.C. 2(a)(1)(A)) is amended, in the first sentence, by
striking ``section 19 of this Act'' and inserting
``subparagraph (F) or (G) of subsection (c)(2) or section 19''.
(3) Section 4(c)(1) of the Commodity Exchange Act (7 U.S.C
6(c)(1)) is amended by adding after subparagraph (B) the
following:
``For purposes of this paragraph, an agreement, contract, or
transaction that is subject to the jurisdiction of the Commission under
any of the amendments made to this Act by the Digital Commodity
Intermediaries Act shall be subject to subsection (a).''.

9b2a37776aed9542934a17faa12a1abcfed073f7f48ba7e333ffa3efe8263382

DIGITAL ASSET CUSTODIANS.
Section 4d of the Commodity Exchange Act (7 U.S.C. 6d) is amended--
(1) in subsection (a)(2)--
(A) in the first proviso, by striking ``any bank or
trust company'' and inserting ``any bank, trust
company, or qualified digital asset custodian, as
applicable,''; and
(B) by inserting ``: Provided further, That any
such property that is a digital asset shall be held in
a qualified digital asset custodian'' before the period
at the end; and
(2) in subsection (f)(3)(A)(i), by striking ``any bank or
trust company or with a'' and inserting ``any bank, trust
company, qualified digital asset custodian, or''.

da0d27ac6d92d11bfc0090e6b5d40e04237955df01b213eb4b66a8f7e1b4733d

Section 5c of the Commodity Exchange Act (7 U.S.C. 7a-2) is
amended--
(1) in subsection (a)(1), by striking ``5(d) and 5b(c)(2)''
and inserting ``5(d), 5b(c)(2), and 5i(c)'';
(2) in subsection (b)--
(A) in each of paragraphs (1) and (2), by inserting
``digital commodity exchange,'' before ``derivatives'';
and
(B) in paragraph (3), by inserting ``digital
commodity exchange,'' before ``derivatives'' each place
it appears;
(3) in subsection (c)--
(A) in paragraph (2), by inserting ``or
participants'' before ``(in'';
(B) in paragraph (4)(B), by striking ``1a(10)'' and
inserting ``1a(16)''; and
(C) in paragraph (5), by adding at the end the
following:
``(D) Special rules for digital commodity
contracts.--In certifying any new rule or rule
amendment, or listing any new contract or instrument,
in connection with a contract of sale of a commodity
for future delivery, option, swap, or other agreement,
contract, or transaction, that is based on or
references a digital commodity, a registered entity may
make or rely on a certification under subsection (d)
for the digital commodity.''; and
(4) by inserting after subsection (c) the following:
``(d) Certifications for Digital Commodity Trading.--
``(1) In general.--Notwithstanding subsection (c), for the
purposes of listing or offering a digital commodity for trading
in a digital commodity cash or spot market, an eligible entity
shall submit a written certification to the Commission that the
digital commodity meets the requirements of this Act (including
the regulations prescribed under this Act).
``(2) Contents of the certification.--In making a written
certification under this subsection, an eligible entity shall
furnish to the Commission an analysis of how the digital
commodity meets the requirements of section 5i(c)(3).
``(3) Modifications.--
``(A) In general.--An eligible entity shall modify
a certification made under paragraph (1) to account for
material changes in any information provided in
connection with the requirements of section 5i(c)(3).
``(B) Recertification.--Modifications required by
this subsection shall be subject to the same
disapproval and review process as a new certification
under paragraphs (4) and (5).
``(4) Disapproval.--
``(A) In general.--The written certification
described in paragraph (1) shall become effective
unless the Commission finds that the listing of the
digital commodity is inconsistent with the requirements
of this Act or the rules and regulations prescribed
under this Act.
``(B) Analysis required.--The Commission shall
include, with any findings referred to in subparagraph
(A), a detailed analysis of the factors on which the
decision was based.
``(C) Public findings.--The Commission shall make
public any disapproval decision, and any related
findings and analysis, made under this paragraph.
``(5) Review.--
``(A) In general.--Unless the Commission makes a
disapproval decision under paragraph (4), the written
certification described in paragraph (1) shall become
effective, pursuant to the certification by the
eligible entity and notice of the certification to the
public (in a manner determined by the Commission) on
the date that is--
``(i) 20 business days after the date the
Commission receives the certification (or such
shorter period as determined by the Commission
by rule or regulation), in the case of a
digital commodity that has not been certified
under this section or for which a certification
is being modified under paragraph (3); or
``(ii) 1 business day after the date the
Commission receives the certification (or such
shorter period as determined by the Commission
by rule or regulation) for any digital
commodity that has been certified under this
section.
``(B) Extensions.--The time for consideration under
subparagraph (A) may be extended--
``(i) once, for 30 business days, through
written notice to the eligible entity by the
Commission--
``(I) that there are novel or
complex issues that require additional
time to analyze;
``(II) that the explanation by the
submitting eligible entity is
inadequate; or
``(III) of a potential
inconsistency with this Act; and
``(ii) once, for an additional 30 business
days, through written notice to the eligible
entity from the Commission that includes a
description of any issues with the
certification, including any--
``(I) novel or complex issues that
require additional time to analyze;
``(II) missing information or
inadequate explanations; or
``(III) potential inconsistencies
with this Act.
``(6) Prior approval before registration.--
``(A) In general.--A person applying for
registration with the Commission for the purposes of
listing or offering a digital commodity for trading in
a digital commodity cash or spot market may request
that the Commission grant prior approval for the person
to list or offer the digital commodity on being
registered with the Commission.
``(B) Request for prior approval.--A person seeking
prior approval under subparagraph (A) shall furnish the
Commission with a written certification that the
digital commodity meets the requirements of this Act
(including the regulations prescribed under this Act)
and the information described in paragraph (2).
``(C) Deadline.--The Commission shall take final
action on a request for prior approval not later than
90 business days after submission of the request,
unless the person submitting the request agrees to an
extension of the time limitation established under this
subparagraph.
``(D) Disapproval.--
``(i) In general.--The Commission shall
approve the listing of the digital commodity
requested under subparagraph (A) unless the
Commission finds that the listing is
inconsistent with this Act or the rules and
regulations prescribed under this Act.
``(ii) Analysis required.--The Commission
shall include, with any findings made under
clause (i), a detailed analysis of the factors
on which the decision is based.
``(iii) Public findings.--The Commission
shall make public any disapproval decision, and
any related findings and analysis, made under
this subparagraph.
``(7) Eligible entity defined.--In this subsection, the
term `eligible entity' means a registered entity or group of
registered entities acting jointly.''.

1ea74203c7ff1b336e7b9cfb9d69439956689f83681cb15f29f415dac12f19b8

d698c4531cfe3d23e0e0d396d5df5e4e1a8d2fd9c9f54ea1f975c97b2f01b839

ce0be97f039a5b5b65af75215cae101b5c4c809c70062523289cacee3ea5c7e2

(a) In General.--Section 4k of the Commodity Exchange Act (7 U.S.C.
6k) is amended by adding at the end the following:
``(7) Associated persons of digital commodity brokers and
digital commodity dealers.--
``(A) In general.--It shall be unlawful for any
person to act as an associated person of a digital
commodity broker or an associated person of a digital
commodity dealer unless the person is registered with
the Commission under this Act and such registration
shall not have expired, been suspended (and the period
of suspension has not expired), or been revoked.
``(B) Duty of digital commodity brokers and
dealers.--It shall be unlawful for a digital commodity
broker or a digital commodity dealer to permit a person
described in subparagraph (A) to become or remain
associated with the digital commodity broker or digital
commodity dealer if the digital commodity broker or
digital commodity dealer knew or should have known that
the person was not so registered or that the
registration had expired, been suspended (and the
period of suspension has not expired), or been
revoked.''.
(b) Application.--Section 4k(4) of the Commodity Exchange Act (7
U.S.C. 6k(4)) is amended, in the first sentence, by striking ``or of a
commodity trading advisor'' and inserting ``of a commodity trading
advisor, of a digital commodity broker, or of a digital commodity
dealer''.

4644aff23bcbec20466088d715a4ffdf4e7084136ae44c96bc824ea4ea01895f

The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended by
inserting after section 4u (as added by section 205) the following:
``SEC. 4V. APPLICATION TO SOFTWARE DEVELOPERS.
``(a) In General.--Notwithstanding any other provision of this Act,
except as provided in subsection (b), a person shall not be subject to
this Act and the regulations promulgated under this Act based on the
person directly or indirectly engaging in any of the following
activities, whether singly or in combination, in relation to the
operation of a blockchain system or in relation to a decentralized
finance trading protocol:
``(1) Compiling network transactions or relaying,
searching, sequencing, validating, or acting in a similar
capacity.
``(2) Providing computational work, operating a node or
oracle service, procuring, offering, or utilizing network
bandwidth, or providing other similar incidental services.
``(3) Providing a user-interface that enables a user to
read and access data about a blockchain system.
``(4) Developing, publishing, or otherwise distributing a
blockchain system or a decentralized finance messaging system.
``(5) Constituting, administering, or maintaining a
decentralized finance messaging system or decentralized finance
trading protocol, or operating or participating in a liquidity
pool with respect thereto, for the purpose of executing a spot
transaction for the purchase or sale of a digital commodity.
``(6) Developing, publishing, constituting, administering,
maintaining, or otherwise distributing software or systems that
create or deploy hardware or software, including wallets or
other systems, facilitating an individual user's own personal
ability to keep, safeguard, or custody the user's digital
assets or related private keys.
``(b) Exceptions.--Subsection (a) shall not be interpreted to apply
to the anti-fraud, anti-manipulation, or false reporting enforcement
authorities of the Commission.''.

aed1bff8ba6af66eb784864960ad0bb440aa46ac364b88cbcd10dd731f127e35

(a) In General.--Section 4d(h) of the Commodity Exchange Act (7
U.S.C. 6d(h)) is amended in the first sentence--
(1) by inserting ``or subsection (f)(2)'' after
``subsection (a)(2)''; and
(2) by inserting ``or a cleared swap'' after ``an option on
such a contract''.
(b) Commodity Broker Debtors.--Section 20(c) of the Commodity
Exchange Act (7 U.S.C. 24(c)) is amended--
(1) by inserting ``and digital commodities'' after
``securities''; and
(2) by inserting ``or cleared swaps account'' after
``futures account''.

5867e97e5a7e33cab013c8f38a21f5b4faa7d68a3a3437f709dd97e04dddbd50

Section 20(a) of the Commodity Exchange Act (7 U.S.C. 24(a)) is
amended--
(1) in paragraph (4), by striking ``and'' at the end;
(2) in paragraph (5), by striking the period at the end and
inserting ``; and''; and
(3) by adding at the end the following:
``(6) that cash, securities, or other property of the
estate of a commodity broker, including the trading or
operating accounts of the commodity broker and commodities held
in inventory by the commodity broker, shall, subject to any
otherwise unavoidable security interest, or otherwise
unavoidable contractual offset or netting rights of creditors
(including rights set forth in a rule or bylaw of a derivatives
clearing organization or a clearing agency) in respect of such
property, be included in customer property, but only to the
extent that the property that is otherwise customer property is
insufficient to satisfy the net equity claims of public
customers (as such term may be defined by the Commission by
rule or regulation) of the commodity broker.''.

9a33203ada71656a5cebcb3d7a84053af2d12f6d121ebc7fb46fbbba3766fb0e

The Commodity Exchange Act is amended by inserting after section
8d (7 U.S.C. 12d) the following:
``SEC. 8E. RESOURCES FOR IMPLEMENTATION REGARDING DIGITAL COMMODITY
EXCHANGES, BROKERS, AND DEALERS.
``(a) Collection of Fees.--
``(1) In general.--The Commission shall, in accordance with
this subsection, assess and collect fees from registered
digital commodity brokers, digital commodity dealers, digital
commodity exchanges, and qualified digital asset custodians--
``(A) on the filing of the initial application for
registration; and
``(B) on an annual basis thereafter.
``(2) Purpose.--The fees under paragraph (1) shall be used
to recover the annual costs of--
``(A) registering digital commodity exchanges,
digital commodity brokers, digital commodity dealers,
and qualified digital asset custodians;
``(B) conducting oversight of digital commodity
exchanges, digital commodity brokers, digital commodity
dealers, qualified digital asset custodians, and
digital commodity transactions;
``(C) carrying out education and outreach under
subsection (b); and
``(D) carrying out such other activities as are
required by the Digital Commodity Intermediaries Act
and the amendments made by that Act.
``(3) Determination of fee rates.--In determining fee rates
under paragraph (1), the Commission shall consider--
``(A) the volume of business of the digital
commodity exchange, digital commodity broker, digital
commodity dealer, or qualified digital asset custodian;
and
``(B) the registration category of the digital
commodity exchange, digital commodity broker, digital
commodity dealer, or qualified digital asset custodian.
``(4) Prohibition.--The Commission shall not require a
digital commodity exchange, digital commodity broker, digital
commodity dealer, or qualified digital asset custodian to
collect directly from customers a transaction-based fee for
each digital commodity transaction.
``(5) Publication.--
``(A) 1st fiscal year.--Not later than 30 days
after the date of enactment of this section, the
Commission shall publish the fee rates determined
pursuant to this subsection for the fiscal year in
which this section is enacted.
``(B) Subsequent fiscal years.--Not later than 60
days after the date of enactment of an Act making a
regular appropriation to the Commission for a fiscal
year, the Commission shall publish in the Federal
Register a notice of--
``(i) the fee rates determined pursuant to
this subsection for that fiscal year; and
``(ii) any estimates or projections on
which those fee rates are based.
``(6) Records and disclosure.--In carrying out this
subsection, the Commission shall not be required to comply with
section 553 of title 5, United States Code.
``(7) No judicial review.--A fee rate prescribed under this
subsection shall not be subject to judicial review.
``(8) Deposit of fees.--Fees collected pursuant to this
subsection for any fiscal year shall be deposited and credited
as offsetting collections to the account providing
appropriations to the Commission.
``(9) Annual adjustment.--For each fiscal year, the
Commission shall, by order, determine fee rates pursuant to
this subsection that are reasonably likely to produce aggregate
fee collections that are equal to the annual appropriation to
the Commission by Congress for the activities described in
paragraph (2).
``(10) Lapse of appropriation.--If, on the first day of a
fiscal year, a regular appropriation to the Commission has not
been enacted, the Commission shall continue to collect (as
offsetting collections) fees pursuant to this subsection at
each of the rates in effect during the preceding fiscal year.
``(11) Budget requests.--The Commissions shall itemize in
each budget submitted to the President or the Office of
Management and Budget the estimated annual costs of--
``(A) registering digital commodity exchanges,
digital commodity brokers, digital commodity dealers,
and qualified digital asset custodians;
``(B) conducting oversight of digital commodity
exchanges, digital commodity brokers, digital commodity
dealers, qualified digital asset custodians, and
digital commodity transactions;
``(C) carrying out education and outreach under
subsection (b); and
``(D) carrying out such other activities as are
required by the Digital Commodity Intermediaries Act
and the amendments made by that Act.
``(12) Limitations.--
``(A) In general.--Fees may only be assessed and
imposed pursuant to this subsection on digital
commodity exchanges, digital commodity brokers, digital
commodity dealers, and qualified digital asset
custodians regulated by the Commission pursuant to the
Digital Commodity Intermediaries Act and the amendments
made by that Act.
``(B) Use of fees.--Fees authorized under this
subsection are prohibited from funding any Commission
activity not directly related to the activities
described in paragraph (2).
``(b) Customer Education and Outreach.--The Commission shall
provide education and outreach to customers participating in digital
commodity markets.
``(c) Authorization of Appropriations.--There is authorized to be
appropriated to carry out the Digital Commodity Intermediaries Act and
the amendments made by that Act $150,000,000, to remain available until
expended, until the Commission has established and is collecting
registration fees pursuant to subsection (a).
``(d) Expedited Hiring Authority.--
``(1) Appointment authority.--The Chairman of the
Commission may appoint individuals to a position described in
paragraph (2)--
``(A) in accordance with the statutes, rules, and
regulations governing appointments to positions in the
excepted service (as defined in section 2103 of title
5, United States Code); and
``(B) without regard to any statute, rule, or
regulation governing appointments to positions in the
competitive service (as defined in section 2102 of such
title).
``(2) Position described.--A position referred to in
paragraph (1) is a position at the Commission that--
``(A) is in the competitive service (as defined in
section 2102 of title 5, United States Code); and
``(B) requires specialized knowledge of digital
commodities markets, financial and capital market
formation or regulation, financial market structures or
surveillance, data collection or analysis, or
information technology, cybersecurity, or system
safeguards.
``(3) Rule of construction.--The appointment of a candidate
to a position under this subsection shall not be considered to
cause the position to be converted from the competitive service
(as defined in section 2102 of title 5, United States Code) to
the excepted service (as defined in section 2103 of such
title).''.

1a04f36047912fdf7526a5df49f4182729dba8d4e83352566a970a3f733e94ca

The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended by
adding at the end the following:
``SEC. 24. OFFICE OF THE DIGITAL COMMODITY RETAIL ADVOCATE.
``(a) Definitions.--In this section:
``(1) Chairman.--The term `Chairman' means the Chairman of
the Commission.
``(2) Office.--The term `Office' means the Office of the
Digital Commodity Retail Advocate established by subsection
(b).
``(3) Retail participant.--The term `retail participant'
means a person that--
``(A) is not an eligible contract participant;
``(B) is participating in a spot or cash digital
commodity market; and
``(C) has engaged or is engaging in a digital
commodity transaction with a person registered with the
Commission.
``(b) Office Established.--There is established within the
Commission the Office of the Digital Commodity Retail Advocate.
``(c) Digital Commodity Retail Advocate.--
``(1) In general.--The Digital Commodity Retail Advocate
shall--
``(A) report directly to the Chairman; and
``(B) be appointed by the Chairman from among
individuals with experience in advocating for the
interests of digital commodity market retail
participants.
``(2) Compensation.--The annual rate of pay for the Digital
Commodity Retail Advocate shall be equal to the highest rate of
annual pay for other senior executives who report to the
Chairman.
``(3) Limitation on service.--An individual who serves as
the Digital Commodity Retail Advocate may not be employed by
the Commission--
``(A) during the 2-year period ending on the date
of appointment as Digital Commodity Retail Advocate; or
``(B) during the 5-year period beginning on the
date on which the person ceases to serve as the Digital
Commodity Retail Advocate.
``(d) Functions of the Digital Commodity Retail Advocate.--The
Digital Commodity Retail Advocate shall--
``(1) assist retail participants in resolving significant
problems they may have with the Commission or a registered
futures association;
``(2) identify areas in which retail participants would
benefit from changes in the regulations of the Commission or
the rules of registered futures associations;
``(3) identify problems that retail participants have with
persons registered with the Commission;
``(4) analyze the potential impact on retail participants
of--
``(A) proposed regulations of the Commission; and
``(B) proposed rules of registered futures
associations;
``(5) to the extent practicable, propose to the Commission
changes in the regulations or orders of the Commission, and to
Congress any legislative, administrative, or personnel changes,
that may be appropriate--
``(A) to mitigate problems identified under this
subsection; and
``(B) to promote the interests of retail
participants;
``(6) conduct research to identify and understand issues
that affect retail participants; and
``(7) cooperate with and provide assistance to the Office
of Customer Education and Outreach to conduct initiatives and
outreach for retail participants.
``(e) Access to Documents.--
``(1) In general.--At the discretion of the Chairman, the
Digital Commodity Retail Advocate shall have full access to the
documents of the Commission and registered futures associations
as necessary to carry out the functions of the Office.
``(2) Effect.--Nothing in the subsection authorizes the
Digital Commodity Retail Advocate, or staff of the Office, to
have access to, or to release publicly or internally within the
Commission, proprietary or sensitive market data.
``(3) Policies and procedures.--The Office shall establish
and make public on the website of the Commission policies and
procedures in place to safeguard the confidentiality of any
documents the Digital Commodity Retail Advocate or staff of the
Office has access to.
``(f) Annual Reports.--
``(1) Report on objectives.--
``(A) In general.--Not later than June 30 of each
year, the Digital Commodity Retail Advocate shall
submit to the Committee on Agriculture, Nutrition, and
Forestry of the Senate and the Committee on Agriculture
of the House of Representatives a report describing the
objectives of the Digital Commodity Retail Advocate for
the following fiscal year.
``(B) Contents.--Each report required under
subparagraph (A) shall contain full and substantive
analysis and explanation.
``(2) Report on activities.--
``(A) In general.--Not later than December 31 of
each year, the Digital Commodity Retail Advocate shall
submit to the Committee on Agriculture, Nutrition, and
Forestry of the Senate and the Committee on Agriculture
of the House of Representatives a report describing the
activities of the Digital Commodity Retail Advocate
during the immediately preceding fiscal year.
``(B) Contents.--Each report required under
subparagraph (A) shall include--
``(i) appropriate statistical information
and full and substantive analysis;
``(ii) information on steps that the
Digital Commodity Retail Advocate has taken
during the reporting period to improve--
``(I) services to and communication
with retail participants; and
``(II) the responsiveness of the
Commission and registered futures
associations to retail participant
concerns;
``(iii) a summary of the most serious
problems reported to the Office or the
Commission by retail participants during the
reporting period;
``(iv) an inventory of the items described
in clause (iii) that includes--
``(I) identification of any action
taken by the Commission or a registered
futures association and the result of
that action;
``(II) the period of time that each
item has remained on the inventory; and
``(III) for items with respect to
which no action has been taken, the
reasons for inaction, and an
identification of any official who is
responsible for the action;
``(v) recommendations for such
administrative and legislative actions as may
be appropriate to resolve problems encountered
by retail participants; and
``(vi) any other information, as determined
appropriate by the Digital Commodity Retail
Advocate.
``(C) Independence.--Each report required under
subparagraph (A) shall be provided directly to the
committees described in that subparagraph without any
prior review or comment from the Commission, any
Commissioner, any other officer or employee of the
Commission, or the Office of Management and Budget.
``(D) Confidentiality.--No report required under
subparagraph (A) may contain confidential information.
``(g) Ombudsman.--
``(1) Appointment.--Not later than 180 days after the date
on which the first Digital Commodity Retail Advocate is
appointed under subsection (c)(1)(B), the Digital Commodity
Retail Advocate shall appoint an Ombudsman, who shall report
directly to the Digital Commodity Retail Advocate.
``(2) Duties.--The Ombudsman appointed under paragraph (1)
shall--
``(A) act as a liaison between the Commission and
any retail participant in resolving problems the retail
participant may have with the Commission or a
registered futures association;
``(B) review and make recommendations regarding
policies and procedures to encourage persons to present
questions to the Digital Commodity Retail Advocate
regarding compliance with this Act; and
``(C) establish safeguards to maintain the
confidentiality of communications between the persons
described in subparagraph (B) and the Ombudsman.
``(3) Limitation.--
``(A) Personnel.--In carrying out the duties of the
Ombudsman under paragraph (2), the Ombudsman shall
utilize personnel of the Commission, to the extent
practicable.
``(B) Effect.--Nothing in this paragraph shall be
construed as replacing, altering, or diminishing the
activities of any ombudsman or similar office of any
other agency.
``(4) Report.--
``(A) Report on activities.--The Ombudsman shall
submit to the Digital Commodity Retail Advocate an
annual report that describes the activities and
evaluates the effectiveness of the Ombudsman during the
preceding 1-year period.
``(B) Submission.--The Digital Commodity Retail
Advocate shall include the reports required under
subparagraph (A) in the reports required to be
submitted by the Digital Commodity Retail Advocate
under subsection (f).''.

782319fc1690014c6decd62fadcaee96bb0085142157b8b246f3da7f53cf8834

Not later than 180 days after the date of enactment of this Act,
the Commodity Futures Trading Commission (referred to in this section
as the ``Commission'') shall--
(1) examine the racial, ethnic, and gender demographics of
customers participating in digital commodity markets;
(2) submit to the Committee on Agriculture, Nutrition, and
Forestry of the Senate and the Committee on Agriculture of the
House of Representatives a report--
(A) describing how those demographics will inform
the rules and regulations of the Commission relating to
customer protection;
(B) proposing ways in which the Commission can
provide outreach to historically underserved customers
participating in digital commodity markets; and
(C) containing policy recommendations relating to
any other activities the Commission determines to be
necessary to provide appropriate protection, outreach,
or other similar activities relating to historically
underserved customers participating in digital
commodity markets; and
(3) in preparing the report under this subsection, seek and
consider information and input from a broad range of
stakeholders, including market participants, customers, and
consumer advocates.
Calendar No. 312
119th CONGRESS
2d Session
S. 3755
_______________________________________________________________________
A BILL
To provide for a system of regulation of the offer and sale of digital
commodities by the Commodity Futures Trading Commission, and for other
purposes.
_______________________________________________________________________
February 2, 2026
Reported the following original bill; which was read twice and placed
on the calendar

0ebd6dfa81028d16e5c98f22b6e823f2c8144b3bdec55119015e25df83944535

Digital Commodity Intermediaries Act — S. 3755

Other Sections

TITLE I

TITLE II

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