Coalition for Cooperative Blockchain Organizations

This is a "Concept Draft" of the proposed safe harbor for non-fungible membership interests presented to the Crypto Task Force on July 14, 2025. The proposed rules aim to exempt certain equity interests from being considered "securities" under the Securities Act.

The key points of the proposed regulations are:

1. To be exempt from being considered a "security," the equity interests must meet four conditions:
   1. Issuance is restricted to participants in the entity's business or its affiliates.
   2. Distributions of dividends are restricted to dividends derived from the holder's participation in the business.
   3. Transfers of equity interests are restricted to transfers at a price determined by the entity's governing body.
   4. Holders of equity interests have voting control of the entity.
2. An investment of money is not considered participation in the business for the purposes of these conditions.
3. The proposed regulations also amend the definition of an "accredited investor" to include entities where all equity interests are exempt from being considered "securities" and at least one member of the governing body is an accredited investor.