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SEC Staff Call Canton Coin a ‘Digital Commodity’ in No-Action Letter

Staff at the US Securities and Exchange Commission say Canton Coin, the native token of the Canton Network, is a “digital commodity”, and that they will not recommend enforcement action if the token keeps being minted programmatically without registration under US securities law.

The position comes in a no-action response from the SEC’s Division of Corporation Finance dated 3 November, answering a request letter from counsel dated 30 October. It is a view from SEC staff, not a ruling by the Commission itself, and the letter says so plainly.

In brief

  • SEC staff say Canton Coin is a “digital commodity” as described in what the letter calls “the Interpretation”.
  • Staff will not recommend enforcement if Super Validators, Validators and application providers mint it programmatically without registering it.
  • The letter covers enforcement only and “does not express any legal conclusion”.

What the SEC staff letter says about Canton Coin

The letter is signed by Jonathan A. Ingram, Deputy Chief Counsel in the Division of Corporation Finance. In it, “the Division is of the view that Canton Coin is a “digital commodity,” as that term is described in the Interpretation”.

Staff give two reasons drawn from the request. Canton Coin, they write, “is intrinsically linked to and derives its value from the programmatic operation of the Canton Network, as well as supply and demand dynamics”. And the Canton Network has no “central party” running it.

On that basis, staff “will not recommend enforcement action to the Commission if … Canton Coin is minted programmatically by Super Validators, Validators and application providers … without registration under Section 5 of the Securities Act or Section 12(g) of the Exchange Act”. Section 5 covers registering an offer of securities; Section 12(g) covers registering a class of securities once an issuer passes certain size thresholds.

A staff view, not a Commission ruling

No-action letters are a long-standing SEC tool. A company or its lawyers describe a set of facts, and staff say whether they would recommend that the Commission take enforcement action. The answer binds nobody else, and the Commission can take a different view.

The Canton letter repeats that limit in its own words: “the no-action response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the issues presented.” It is also tied to the facts in the 30 October request, so a change in how Canton Coin is minted or governed could take it outside the relief. Anyone relying on the letter would need those facts to stay the same, and other projects cannot simply borrow it for their own tokens without asking staff for a view of their own.

Why the Canton Coin letter matters for tokenisation

The significance is less about one token than about the network under it. Canton is used by financial institutions that want to move tokenised deposits, funds and other real-world assets between institutions, and TSN has covered pilots such as Uber’s weekend fund redemptions on Canton with HSBC deposits. For regulated firms, the status of the network’s own fee and reward token has been an awkward open question. A staff view that it is a digital commodity, rather than a security, lowers one compliance hurdle for those running validators or building applications on the network.

It also shows how SEC staff are applying the “digital commodity” category in practice. The letter leans on two facts, value tied to the network’s programmatic operation and the absence of a central party, which gives other projects a template to argue from. Tokens with a foundation or company still steering supply would struggle to fit it.

The limits matter just as much. The letter does not say Canton Coin is not a security as a matter of law, and it does not cover other tokens issued on Canton, such as tokenised funds or deposits, which remain under their own rules. It sits alongside wider SEC work, including the proposed crypto custody rules, and US market infrastructure moves such as the DTCC tokenization service. Whether the Commission itself ever endorses the staff’s reasoning is the question to watch.

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