[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,
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(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:
Sec. 1. Short title; table of contents.
TITLE I--DEFINITIONS; RULEMAKING
Sec. 101. Definitions under the Commodity Exchange Act.
Sec. 102. Definitions under this Act.
Sec. 103. Rulemakings.
Sec. 104. Expeditied registration for digital commodity exchanges,
brokers, and dealers; provisional status.
Sec. 105. Commodity Exchange Act savings provisions.
Sec. 106. Administrative requirements.
Sec. 107. International cooperation.
Sec. 108. Implementation.
Sec. 109. Effective date.
Sec. 110. Sense of Congress.
TITLE II--REGISTRATION FOR DIGITAL COMMODITY INTERMEDIARIES AT THE
COMMODITY FUTURES TRADING COMMISSION
Sec. 201. Commission jurisdiction over digital commodity transactions.
Sec. 202. Requiring Futures Commission merchants to use qualified
digital asset custodians.
Sec. 203. Trading certification and approval for digital commodities.
Sec. 204. Registration of digital commodity exchanges.
Sec. 205. Registration and regulation of digital commodity brokers and
dealers.
Sec. 206. Registration of associated persons.
Sec. 207. Software developer protections.
Sec. 208. Portfolio margining.
Sec. 209. Clarification on customer property.
Sec. 210. Resources for implementation.
Sec. 211. Digital commodity retail advocate.
Sec. 212. Report.
TITLE I--DEFINITIONS; RULEMAKING
SEC. 101. DEFINITIONS UNDER THE COMMODITY EXCHANGE ACT.
(a) In General.--Section 1a of the Commodity Exchange Act (7 U.S.C.
1a) is amended--
(1) by redesignating paragraphs (3), (4), (5) through (14),
(15), (16) through (34), (35) through (39), and (40) through
(51) as paragraphs (5), (6), (11) through (20), (24), (31)
through (49), (51) through (55), and (57) through (68),
respectively;
(2) by inserting after paragraph (2) the following:
``(3) Associated person of a digital commodity broker.--
``(A) In general.--Except as provided in
subparagraph (B), the term `associated person of a
digital commodity broker' means a person who is
associated with a digital commodity broker as a
partner, officer, employee, or agent (or any person
occupying a similar status or performing similar
functions) in any capacity that involves--
``(i) the solicitation or acceptance of an
order for the purchase or sale of a digital
commodity; or
``(ii) the supervision of any person
engaged in the solicitation or acceptance of an
order for the purchase or sale of a digital
commodity.
``(B) Exclusion.--The term `associated person of a
digital commodity broker' does not include any person
associated with a digital commodity broker the
functions of which are solely clerical or ministerial.
``(4) Associated person of a digital commodity dealer.--
``(A) In general.--Except as provided in
subparagraph (B), the term `associated person of a
digital commodity dealer' means a person who is
associated with a digital commodity dealer as a
partner, officer, employee, or agent (or any person
occupying a similar status or performing similar
functions) in any capacity that involves--
``(i) the solicitation or acceptance of a
contract for the purchase or sale of a digital
commodity; or
``(ii) the supervision of any person
engaged in the solicitation or acceptance of a
contract for the purchase or sale of a digital
commodity.
``(B) Exclusion.--The term `associated person of a
digital commodity dealer' does not include any person
associated with a digital commodity dealer the
functions of which are solely clerical or
ministerial.'';
(3) by inserting after paragraph (6) (as so redesignated)
the following:
``(7) Blockchain.--The term `blockchain' means technology--
``(A) through which data is shared across a network
that creates a public blockchain of verified
transactions or information among network participants;
and
``(B) in which cryptography is used to link the
data described in subparagraph (A)--
``(i) to maintain the integrity of the
blockchain described in that subparagraph; and
``(ii) to execute other functions.
``(8) Blockchain application.--The term `blockchain
application' means any executable software that is deployed to
and maintained on a blockchain and composed of a blockchain
protocol, including a smart contract or any network of smart
contracts, or other similar technology.
``(9) Blockchain protocol.--The term `blockchain protocol'
means publicly available source code of a blockchain or
blockchain application that is executed by the network
participants of a blockchain to facilitate its functioning, or
other similar technology.
``(10) Blockchain system.--The term `blockchain system'
means any blockchain, blockchain application, or network of
blockchain applications, together with its blockchain
protocol.'';
(4) by inserting after paragraph (20) (as so redesignated)
the following:
``(21) Decentralized finance messaging system.--
``(A) In general.--The term `decentralized finance
messaging system' means a software application that
provides a user with the ability to create or submit an
instruction, communication, or message to a
decentralized finance trading protocol.
``(B) Additional requirements.--The term
`decentralized finance messaging system' does not
include any system that provides any person other than
the user with--
``(i) control over the funds of the user;
or
``(ii) the authority to execute any of the
transactions of the user.
``(22) Decentralized finance trading protocol.--
``(A) In general.--The term `decentralized finance
trading protocol' means a blockchain system through
which multiple participants can execute a financial
transaction--
``(i) in accordance with an automated rule
or algorithm that is predetermined and
nondiscretionary; and
``(ii) without reliance on a person other
than the user to maintain custody or control of
any digital assets subject to the financial
transaction.
``(B) Exclusions.--
``(i) In general.--The term `decentralized
finance trading protocol' does not include a
blockchain system if--
``(I) a person or group of persons
under common control or acting pursuant
to an agreement to act in concert has
the authority, directly or indirectly,
through any contract, arrangement,
understanding, relationship, or
otherwise, to control or materially
alter the functionality, operation, or
rules of consensus or agreement of the
blockchain system;
``(II) the blockchain system does
not operate, execute, and enforce its
operations and transactions based
solely on pre-established, transparent
rules encoded directly within the
source code of the blockchain system;
or
``(III) a person or group of
persons under common control has the
unilateral authority, via operation of
the blockchain system, to restrict,
censor, or prohibit the use of the
blockchain system, including any
applicable system-based user activity.
``(ii) Special rule.--For purposes of
clause (i), a decentralized governance system
shall not be considered to be a person or a
group of persons under common control or acting
pursuant to an agreement to act in concert.
``(23) Decentralized governance system.--
``(A) In general.--The term `decentralized
governance system' means, with respect to a blockchain
system, any transparent, rules-based system permitting
persons to form consensus or reach agreement in the
development, provision, publication, maintenance, or
administration of such blockchain system, in which
participation is not limited to, or under the effective
control of, any person or group of persons under common
control (within the meaning of section 104(b) of the
Digital Asset Market Clarity Act of 2026).
``(B) Relationship of persons to decentralized
governance systems.--With respect to a decentralized
governance system, the decentralized governance system
and any persons participating in the decentralized
governance system shall be treated as separate persons
unless such persons are under common control or acting
pursuant to an agreement to act in concert.
``(C) Legal entities for decentralized governance
systems.--
``(i) In general.--The term `decentralized
governance system' shall include a legal
entity, including a decentralized
unincorporated nonprofit association or other
entity created pursuant to State law, used to
implement the rules-based system described in
subparagraph (A), provided that the legal
entity does not operate pursuant to centralized
management.
``(ii) Effect of certain delegations.--For
the purposes of this subparagraph, the
delegation of ministerial or administrative
authority at the direction of the participants
in a decentralized governance system shall not
be construed to be centralized management.'';
(5) by inserting after paragraph (24) (as so redesignated)
the following:
``(25) Digital asset.--The term `digital asset' means any
digital representation of value which is recorded on a
cryptographically secured blockchain.
``(26) Digital asset custodian.--The term `digital asset
custodian' means a person who, as a regular business, holds,
maintains, or safeguards digital assets for others.
``(27) Digital commodity.--
``(A) In general.--The term `digital commodity'
means any fungible digital asset that can be
exclusively possessed and transferred, person to
person, without necessary reliance on an intermediary,
and is recorded on a blockchain.
``(B) Network tokens.--The term `digital commodity'
includes a network token (as defined in section 4B(a)
of the Securities Act of 1933) unless the network token
is excluded from the definition under clauses (iii)
through (vii) of subparagraph (D).
``(C) Meme coins.--
``(i) In general.--The term `digital
commodity' includes a meme coin unless the meme
coin is excluded from the definition under
subparagraph (D).
``(ii) Definition.--For the purposes of
this paragraph, the term `meme coin' means a
digital asset inspired by an internet meme,
character, current event, or trend for which
the promoter seeks to attract an enthusiastic
online community to purchase and engage in
trading of the digital asset primarily for
speculative purposes.
``(iii) Exclusions.--The Commission, by
rule or regulation, may exclude from the term
`meme coin' any digital asset or class of
digital assets if the Commission determines
that the rule or regulation will effectuate the
purposes of this Act.
``(D) Exclusions.--The term `digital commodity'
does not include any of the following:
``(i) Security.--Any security.
``(ii) Security derivative.--A digital
asset that, based on its terms and other
characteristics, is, represents, or is
functionally equivalent to an agreement,
contract, or transaction that is--
``(I) a security future (as defined
in section 2(a) of the Securities Act
of 1933 (15 U.S.C. 77b(a)));
``(II) a security-based swap; or
``(III) a put, call, straddle,
option, or privilege on any security,
certificate of deposit, or group or
index of securities (including any
interest therein or based on the value
thereof) (within the meaning of section
2(a)(1) of the Securities Act of 1933
(15 U.S.C. 77b(a)(1))).
``(iii) Permitted payment stablecoin.--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).
``(iv) Banking deposit.--
``(I) A deposit (as defined in
section 3 of the Federal Deposit
Insurance Act (12 U.S.C. 1813)),
regardless of the technology used to
record the deposit.
``(II) An account (as defined in
section 101 of the Federal Credit Union
Act (12 U.S.C. 1752)), regardless of
the technology used to record the
account.
``(v) Commodity.--A digital asset that
references, represents an interest in, or is
functionally equivalent to--
``(I) an agricultural commodity;
``(II) an excluded commodity, other
than a security; or
``(III) an exempt commodity, other
than the digital commodity itself, as
shall be further defined by the
Commission.
``(vi) Commodity derivative.--A digital
asset that, based on its terms and other
characteristics, is, represents, or is
functionally equivalent to an agreement,
contract, or transaction that is--
``(I) a contract of sale of a
commodity for future delivery or an
option thereon;
``(II) a security futures product;
``(III) a swap;
``(IV) an agreement, contract, or
transaction described in subparagraph
(C)(i) or (D)(i) of section 2(c)(2);
``(V) a commodity option authorized