CryptoSlate
The SEC's Regulation Crypto Assets proposal would let insiders of token-issuing projects sell their holdings from day one, with no federal minimum holding period once a token exits restricted-security status. The framework is built around disclosure: insiders must reveal what they own, but the timing of any sale is left to the issuer and to whatever other law happens to apply. That puts the SEC's draft in direct opposition to the Senate's July 22 CLARITY bill, which requires insiders to hold a covered token for at least 12 months before its network is certified as free of coordinated control, then six more months after certification.
Why it matters
The contrast is structural, not stylistic. Under the SEC's proposal, a Tier 2 offering can raise up to $75 million in a 12-month period, with affiliated selling-securityholders supplying up to $22.5 million of that, capped at 30% of the aggregate offering price during an issuer's first year. Tier 1 tops out at $20 million total, with $6 million available to the same insiders. The Senate's CLARITY draft layers a mandatory holding period on top of comparable volume caps. Both frameworks describe the same underlying problem: insiders know more about a project than public buyers do. They just disagree on whether the cure is more disclosure or forced economic exposure.
Market impact
The SEC is openly soliciting comment on whether a one-year insider holding period should be required before the rule ships, a question that would not be asked if the draft already included one. That leaves a real window for the comment period to harden CLARITY-style requirements into the final rule, or for Congress to pass its bill first. Until either lands, US token fundraising sits in a permissive default: insiders move at the speed of disclosure, buyers absorb the risk, and projects that voluntarily adopt lockups are paying for credibility the SEC will not enforce.
Frequently asked questions
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Does the SEC's crypto fundraising rule require insiders to hold tokens before selling?
No. The proposal treats tokens as freely tradable once a buyer acquires them and they exit restricted-security status, with no federal minimum holding period. Issuers may impose their own restrictions if they choose.
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What does the Senate's CLARITY bill require for insider token sales?
The July 22 CLARITY draft requires insiders to hold a covered token for at least 12 months before its network is certified as free of coordinated control, then six months after certification. It also caps how much insiders can sell in any 12-month window.
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How much can a token project raise under the SEC's proposal?
A Tier 2 offering can raise up to $75 million in a 12-month period, with affiliated selling-securityholders supplying up to $22.5 million. Tier 1 caps at $20 million total, with $6 million from the same insiders. Both tiers impose a 30% cap on first-year insider sales.
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Why does the SEC's proposal differ from the Senate's CLARITY bill on insider lockups?
The SEC's framework is built around disclosure, letting buyers price disclosed insider risk themselves. The Senate's CLARITY draft uses mandatory holding periods and volume caps to force insiders to stay economically exposed to the project through its early stages.
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Could the SEC still add a one-year insider holding period to the final rule?
Yes. The SEC is actively soliciting comment on whether a one-year holding period should be required before the rule is finalized, a signal that the draft could shift before it ships. Congress could also pass CLARITY first, layering a federal lockup onto the SEC framework.
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