Staff at the U.S. Securities and Exchange Commission (SEC) have issued guidance on governance tokens. The document was published on November 2. The conclusion: distributing voting rights to thousands of holders does not in itself make a token a security.
A governance token is a coin that gives a vote in the fate of a protocol. This concerns assets such as Uniswap (UNI) - the largest decentralized exchange on Ethereum.
Why this matters. The legal status of such tokens remained disputed for years. Now there is less uncertainty around them.
What did the regulator say?
The SEC's logic is simple. If there is no centralized leadership and votes are widely distributed, the asset falls into the category of a digital commodity, where the rules are completely different.
- Independence of holders - the regulator pointed directly to it; decisions are made through on-chain voting mechanisms.
- Uniswap's budget - it is allocated by UNI holders themselves.
- Code amendments - technical changes are also approved by them.
Why was this a risk before?
Before the guidance, a legal risk hung over the market. It consisted of two things.
- A single control group. The regulator could regard thousands of voters as one governing structure.
- Security status. The token would then receive the full set of disclosure and registration requirements.
What condition must be met?
The condition is strict. A project must prove that authority is genuinely spread across the community.
- A narrow group - if it can change the rules or overturn voting outcomes, that is a sign of retained centralization.
- The consequence - in that case the guidance does not apply.
What does this mean for a trader?
The main point: this is not a new law, but the position of SEC staff. It does not grant automatic recognition of UNI as a commodity; other regulators are entitled to interpret the issue differently.
The entry threshold is lower. Private investors and large funds that avoided DeFi assets for years now feel more comfortable working with this segment.
Basic schemes for accessing other people's capital are covered in the academy, and the terms of specific platforms - in the prop firm catalog.
What happens next?
The Uniswap community has already voted to transition into a Wyoming DUNA structure. This is a legal format for decentralized organizations in the state of Wyoming.
- The CLARITY bill. It would settle the issue at the level of law, but did not pass a vote in September.
- Elections on Tuesday. The midterm elections will determine the composition of Congress.
- A new attempt. This Congress will return to the bill anew.
Holding alts and waiting for regulatory clarity?
For years it was unclear how governance tokens would end up. Holding a large position in them was undesirable. Now the risk is lower, but the question remains the same: how much you can actually enter with. Prop firms provide trading nominal against their own capital: a paid evaluation, a funded account, an agreed profit share. It is worth understanding this scheme before the DeFi market begins a revaluation.