Digital Commodity Exchange Act of 2022
This bill allows for the regulation and registration of digital commodity exchanges subject to oversight by the Commodity Futures Trading Commission. The bill establishes the conditions for the sale of digital commodities, the registration of exchanges, and sets forth other requirements.
To provide for orderly and secure digital commodity exchange markets, 
                        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.

    This Act may be cited as the ``Digital Commodity Exchange Act of 
2022''.

SEC. 2. AMENDMENTS TO THE COMMODITY EXCHANGE ACT.

    (a) Definitions.--Section 1a of the Commodity Exchange Act (7 
U.S.C. 1a) is amended--
            (1) in paragraph (28)(A)(i)--
                    (A) in subclause (I)--
                            (i) in item (aa)--
                                    (I) by striking ``or'' at the end 
                                of subitem (EE); and
                                    (II) by adding at the end the 
                                following:

                                                    ``(GG) the purchase 
                                                or sale of a unit of a 
                                                digital commodity that 
                                                is traded on or subject 
                                                to the rules of a 
                                                registered entity;'';

                            (ii) in item (bb), by striking ``and'' and 
                        inserting ``or''; and
                            (iii) by adding at the end the following:
                                            ``(cc) acting as a 
                                        counterparty to any cash or 
                                        spot agreement, contract, or 
                                        transaction involving a digital 
                                        commodity with a person who is 
                                        not an eligible contract 
                                        participant, unless the 
                                        activity is--

                                                    ``(AA) conducted in 
                                                compliance with the 
                                                laws of the State in 
                                                which the activity 
                                                occurs;

                                                    ``(BB) subject to 
                                                regulation by another 
                                                Federal authority; or

                                                    ``(CC) separately 
                                                regulated under this 
                                                Act; and''; and

                    (B) in subclause (II), by striking ``(aa) or (bb)'' 
                and inserting ``(aa), (bb), or (cc)'';
            (2) in paragraph (40)--
                    (A) in subparagraph (E), by striking ``and'' at the 
                end; and
                    (B) by redesignating subparagraph (F) as 
                subparagraph (G) and inserting after subparagraph (E) 
                the following:
                    ``(F) a digital commodity exchange registered under 
                section 5i; and''; and
            (3) by adding at the end the following:
            ``(52) Digital commodity.--
                    ``(A) In general.--The term `digital commodity' 
                means any form of fungible intangible personal property 
                that can be exclusively possessed and transferred 
                person to person without necessary reliance on an 
                intermediary.
                    ``(B) Exclusions.--The term `digital commodity' 
                does not include any asset that conveys--
                            ``(i) an equity or debt interest in a 
                        company, partnership, or fund;
                            ``(ii) a profit or revenue share derived 
                        solely from the managerial efforts of others; 
                        or
                            ``(iii) an entitlement to any interest or 
                        dividend payment.
                    ``(C) Further exclusions.--The Commission, by rule 
                or regulation, may exclude from the term `digital 
                commodity' any intangible personal property that can be 
                exclusively possessed and transferred person to person 
                without necessary reliance on an intermediary that is 
                not of the nature of a digital asset, if the Commission 
                determines that the rule or regulation will effectuate 
                the purposes of this Act.
            ``(53) Digital commodity custodian.--The term `digital 
        commodity custodian' means an entity that holds, maintains, or 
        safeguards digital commodities and other assets on behalf of 
        digital commodity market participants.
            ``(54) Digital commodity exchange.--The term `digital 
        commodity exchange' means a trading facility that lists for 
        trading at least one digital commodity.
            ``(55) Digital commodity presale.--The term `digital 
        commodity presale' means the delivery of a unit of a digital 
        commodity, or any promise or right to a future unit of a 
        digital commodity, before the listing of the digital commodity 
        for trading on a registered digital commodity exchange, to--
                    ``(A) a participant in a securities offering that 
                is--
                            ``(i) intended to finance the development 
                        of the digital commodity; and
                            ``(ii) conducted in compliance with the 
                        Securities Act of 1933;
                    ``(B) a founder, promoter, developer, manager, 
                affiliated organization, or other person directly 
                associated with the development of the digital 
                commodity; or
                    ``(C) any other person the Commission determines 
                has personal knowledge of the activities of individuals 
                directly associated with the development of the digital 
                commodity.''.
    (b) Commission Jurisdiction Over Retail Digital Commodity 
Transactions.--
            (1) In general.--Section 2(c)(2) of such Act (7 U.S.C. 
        2(c)(2)) is amended--
                    (A) in subparagraph (D)(ii)--
                            (i) in subclause (III), in the matter that 
                        precedes item (aa), by inserting ``of a 
                        commodity, other than a digital commodity,'' 
                        before ``that''; and
                            (ii) by redesignating subclauses (IV) and 
                        (V) as subclauses (V) and (VI) and inserting 
                        after subclause (III) the following:
                                    ``(IV) a contract of sale of a 
                                digital commodity that--
                                            ``(aa) results in actual 
                                        delivery within 2 days or such 
                                        other period as the Commission 
                                        may determine by rule or 
                                        regulation based upon the 
                                        typical commercial practice in 
                                        cash or spot markets for the 
                                        digital commodity involved; or
                                            ``(bb) is executed on or 
                                        subject to the rules of a 
                                        registered digital commodity 
                                        exchange or with a registered 
                                        futures commission merchant;''; 
                                        and
                    (B) by adding at the end the following:
    ``(F) Commission Jurisdiction Over Digital Commodity 
Transactions.--
            ``(i) In general.--Subject to sections 6d and 12(e), the 
        Commission shall have exclusive jurisdiction over any 
        agreement, contract, or transaction involving a contract of 
        sale of a digital commodity in interstate commerce.
            ``(ii) Withholding of rulemaking authority over certain 
        transactions.--Notwithstanding clause (i), this subparagraph 
        shall not be interpreted to permit the Commission to issue any 
        rule or regulation regarding any agreement, contract, or 
        transaction that is not offered, solicited, traded, 
        facilitated, executed, cleared, reported, or otherwise dealt 
        in--
                    ``(I) on or subject to the rules of a registered 
                entity;
                    ``(II) by any other entity registered by the 
                Commission; or
                    ``(III) for the purpose of transferring a digital 
                commodity, or any promise or right to a future unit of 
                a digital commodity, obtained through a digital 
                commodity presale and subject to section 4c(h).
            ``(iii) Limitations.--Clause (i) shall not apply with 
        respect to--
                    ``(I) custodial or depository activities for a 
                digital commodity, or custodial or depository 
                activities for any promise or right to a future digital 
                commodity, of an entity regulated by a State or other 
                Federal regulatory agency; or
                    ``(II) a securities offering or transaction 
                associated with--
                            ``(aa) a digital commodity presale; or
                            ``(bb) a sale described in section 
                        4c(h)(3)(A).''.
            (2) Conforming amendment.--Section 2(a)(1)(A) of such Act 
        (7 U.S.C. 2(a)(1)(A)) is amended in the 1st sentence by 
        inserting ``subsection (c)(2)(F) of this section or'' before 
        ``section 19''.
    (c) Prohibited Transactions.--Section 4c of such Act (7 U.S.C. 6c) 
is amended by adding at the end the following:
    ``(h) Prohibited Digital Commodity Transactions.--
            ``(1) In general.--It shall be a violation of this Act for 
        any person who owns or controls a unit of a digital commodity, 
        or any promise or right to a future unit of a digital 
        commodity, obtained through a digital commodity presale and 
        subject to the restrictions in this subsection, to offer to 
        enter into, to enter into, or to execute a contract for the 
        purchase or sale of the unit, promise, or right, except as 
        provided in paragraph (3).
            ``(2) Unlawful facilitation of prohibited transactions.--It 
        shall be a violation of this Act for any person willfully to 
        execute, confirm the execution of, or conduct any office or 
        business for the purpose of soliciting, accepting any order 
        for, or otherwise dealing in, any transaction in, or in 
        connection with, a contract for the purchase or sale of a unit 
        of a digital commodity, or any promise or right to a future 
        unit of a digital commodity, which such person has reason to 
        believe is obtained through a digital commodity presale and 
        subject to the restrictions in this subsection, except as 
        provided in paragraph (3).
            ``(3) Exceptions.--
                    ``(A) Off-exchange transactions.--
                            ``(i) Sale of a promise or right.--A 
                        promise or right to a future unit of a digital 
                        commodity obtained through a digital commodity 
                        presale may be sold pursuant to a securities 
                        transaction conducted in compliance with the 
                        Securities Act of 1933.
                            ``(ii) Sale of a digital commodity.--A unit 
                        of a digital commodity obtained through a 
                        digital commodity presale may be sold--
                                    ``(I) pursuant to a securities 
                                transaction conducted in compliance 
                                with the Securities Act of 1933; or
                                    ``(II) to an accredited investor 
                                (as defined in section 2(a)(15) of such 
                                Act).
                            ``(iii) Treatment.--For purposes of this 
                        subsection, a unit of a digital commodity or 
                        any promise or right to a future unit of a 
                        digital commodity obtained through a 
                        transaction utilizing this exception shall 
                        continue to be considered to be obtained 
                        through a digital commodity presale.
                    ``(B) On-exchange transactions.--
                            ``(i) In general.--A unit of a digital 
                        commodity that is obtained through a digital 
                        commodity presale or a transaction described in 
                        subparagraph (A) may be offered for sale or 
                        exchange on a registered digital commodity 
                        exchange, subject to any limitations imposed by 
                        the exchange.
                            ``(ii) Treatment.--For purposes of this 
                        subsection, a unit of a digital commodity 
                        obtained through a transaction utilizing this 
                        exception shall not be considered to be 
                        obtained though a digital commodity presale.
                    ``(C) Utilization of presold digital commodities.--
                            ``(i) In general.--A unit of a digital 
                        commodity that is obtained through a digital 
                        commodity presale may be--
                                    ``(I) utilized for the purposes of 
                                receiving the non-financial rights or 
                                services associated with the digital 
                                commodity; or
                                    ``(II) exchanged or sold in such 
                                limited quantities as the Commission 
                                determines support the public use and 
                                functioning of services and rights 
                                associated with the digital commodity.
                            ``(ii) Treatment.--For purposes of this 
                        subsection, a unit of a digital commodity 
                        obtained through a transaction utilizing this 
                        exception shall not be considered to be 
                        obtained though a digital commodity presale.
                    ``(D) Prior digital commodities.--A unit of a 
                digital commodity shall not be subject to this 
                subsection if, before the date of the enactment of this 
                subsection, the digital commodity was publicly 
                available for trading on a trading facility licensed as 
                a money services business with the Department of the 
                Treasury.
            ``(4) Transition rules.--
                    ``(A) In general.--For the purpose of a transaction 
                described in paragraph (3)(B), the Commission shall 
                consider a trading facility to be a registered digital 
                commodity exchange if--
                            ``(i) the trading facility--
                                    ``(I) has been continuously 
                                licensed as a money services business 
                                with the Department of the Treasury 
                                since August 1, 2019;
                                    ``(II) is a registered designated 
                                contract market; or
                                    ``(III) is a registered swap 
                                execution facility;
                            ``(ii) the trading facility submits a 
                        notice to the Commission containing--
                                    ``(I) documentation demonstrating 
                                its licensing referred to in clause 
                                (i)(I); and
                                    ``(II) an assessment of the digital 
                                commodity and all units of the digital 
                                commodity to be permitted to trade, in 
                                accordance with section 5i(c)(3); and
                            ``(iii) the Commission has not issued a 
                        notice of disapproval.
                    ``(B) Disapproval process.--In making a disapproval 
                under subparagraph (A), the Commission shall--
                            ``(i) issue any disapproval within 20 
                        business days after receipt of a completed 
                        notice; and
                            ``(ii) identify the specific deficiencies 
                        with the notice that necessitated the 
                        disapproval.
                    ``(C) Extensions.--The Commission may extend the 
                time for consideration under subparagraph (B)--
                            ``(i) once, for 20 business days, through 
                        written notice to the digital commodity 
                        exchange; and
                            ``(ii) once, for an additional 90 business 
                        days, through notice to the digital commodity 
                        exchange which includes a description of any 
                        deficiencies with the listing notice, including 
                        any--
                                    ``(I) novel or complex issues which 
                                require additional time to analyze;
                                    ``(II) missing information or 
                                inadequate explanations; or
                                    ``(III) potential inconsistencies 
                                with this Act.
                    ``(D) Expiration.--The authority provided by this 
                subparagraph shall expire 1 year after the date of the 
                final promulgation of the digital commodity exchange 
                registration requirements, or on the first registration 
                of a digital commodity exchange, whichever occurs 
                earlier.''.
    (d) Segregation of Digital Commodities.--Section 4d of such Act (7 
U.S.C. 6d) is amended by adding at the end the following:
    ``(i) Segregation of Digital Commodities.--
            ``(1) Holding of customer assets.--
                    ``(A) In general.--Each futures commission merchant 
                shall hold customer money, assets, and property in a 
                manner to minimize the customer's risk of loss or 
                unreasonable delay in the access to the money, assets, 
                and property of the customer.
                    ``(B) Qualified digital commodity custodian.--A 
                futures commission merchant shall hold in a qualified 
                digital commodity custodian each unit of a digital 
                commodity that is--
                            ``(i) the property of a customer of the 
                        futures commission merchant; or
                            ``(ii) otherwise so required by the 
                        Commission to reasonably protect customers or 
                        promote the public interest.
            ``(2) Segregation of funds.--
                    ``(A) In general.--A futures commission merchant 
                shall treat and deal with all money, assets, and 
                property of any digital commodity customer received as 
                belonging to the customer.
                    ``(B) Commingling prohibited.--Money, assets, and 
                property of a customer described in subparagraph (A) 
                shall be separately accounted for, and shall not be 
                commingled with the funds of the futures commission 
                merchant or be used to margin, secure, or guarantee any 
                trades or accounts of any customer or person other than 
                the person for whom the same are held.
                    ``(C) Digital commodity customer defined.--For the 
                purposes of this paragraph, the term `digital commodity 
                customer' means a customer involved in a cash or spot, 
                leveraged, margined, or financed digital commodity 
                transaction in which the futures commission merchant is 
                acting as the counterparty.
            ``(3) Exceptions.--
                    ``(A) Use of funds.--
                            ``(i) In general.--Notwithstanding 
                        paragraph (2), money, assets, and property of 
                        customers of a futures commission merchant 
                        described in paragraph (2) may, for 
                        convenience, be commingled and deposited in the 
                        same account or accounts with any bank, trust 
                        company, derivatives clearing organization, or 
                        qualified digital commodity custodian.
                            ``(ii) Withdrawal.--Notwithstanding 
                        paragraph (2), the share of the money, assets, 
                        and property described in clause (i) as in the 
                        normal course of business shall be necessary to 
                        margin, guarantee, secure, transfer, adjust, or 
                        settle a digital commodity transaction with a 
                        registered entity may be withdrawn and applied 
                        to such purposes, including the payment of 
                        commissions, brokerage, interest, taxes, 
                        storage, and other charges, lawfully accruing 
                        in connection with the digital commodity 
                        transaction.
                    ``(B) Commission action.--Notwithstanding paragraph 
                (2), in accordance with such terms and conditions as 
                the Commission may prescribe by rule, regulation, or 
                order, any money, assets, or property of the customers 
                of a futures commission merchant described in paragraph 
                (2) may be commingled and deposited in customer 
                accounts with any other money, assets, or property 
                received by the futures commission merchant and 
                required by the Commission to be separately accounted 
                for and treated and dealt with as belonging to the 
                customer of the futures commission merchant.
            ``(4) Permitted investments.--Money described in paragraph 
        (2) may be invested in obligations of the United States, in 
        general obligations of any State or of any political 
        subdivision of a State, and in obligations fully guaranteed as 
        to principal and interest by the United States, or in any other 
        investment that the Commission may by rule or regulation 
        prescribe, and the investments shall be made in accordance with 
        such rules and regulations and subject to such conditions as 
        the Commission may prescribe.
            ``(5) Prohibition.--It shall be unlawful for any person, 
        including any derivatives clearing organization or depository 
        institution that has received any money, securities, or 
        property for deposit in a separate account or accounts as 
        provided in paragraph (2) to hold, dispose of, or use any of 
        the money, assets, or property that belongs to the depositing 
        futures commission merchant or any person other than the 
        digital commodity customer of the futures commission merchant.
            ``(6) Customer right to opt out.--
                    ``(A) In general.--A customer shall have the right 
                to waive the restrictions in this subsection, by 
                affirmatively electing, in writing to the futures 
                commission merchant, to waive the restrictions.
                    ``(B) Limitations.--The Commission may, by rule, 
                establish notice and disclosure requirements, 
                segregation requirements, investment limitations, and 
                other rules related to the waiving of any restrictions 
                under this subsection that are reasonably necessary to 
                protect customers, including eligible contract 
                participants, non-eligible contract participants, or 
                any other class of customers.
            ``(7) Customer protection during bankruptcy.--
                    ``(A) Customer property.--All money, assets, or 
                property described in paragraph (2) shall be considered 
                customer property for purposes of section 761 of title 
                11, United States Code.
                    ``(B) Transactions.--A cash or spot, leveraged, 
                margined, or financed digital commodity transaction in 
                which the futures commission merchant is acting as the 
                counterparty shall be considered a `contract for the 
                purchase or sale of a commodity for future delivery on, 
                or subject to the rules of, a contract market or board 
                of trade' for purposes of the definition of `commodity 
                contract' in section 761 of title 11, United States 
                Code.
                    ``(C) Assets removed from segregation.--Assets 
                removed from segregation due to a customer election 
                under paragraph (6) shall not be considered customer 
                property for purposes of section 761 of title 11, 
                United States Code.''.
    (e) Limitation on Futures Commission Merchant Acting as a 
Counterparty in Digital Commodity Transactions.--Section 4d of such Act 
(7 U.S.C. 6d) is further amended by adding at the end the following:
    ``(j) Limitation on Futures Commission Merchant Acting as a 
Counterparty in Digital Commodity Transactions.--A registered futures 
commission merchant shall not act as a counterparty in any agreement, 
contract, or transaction involving a digital commodity that has not 
been listed for trading on a registered digital commodity exchange.''.
    (f) Common Provisions Applicable to Registered Entities.--Section 
5c of such Act (7 U.S.C. 7a-2) is amended--
            (1) in subsection (a), by striking ``5(d) and 5b(c)(2)'' 
        and inserting ``5(d), 5b(c)(2), and 5i(c)'';
            (2) in subsection (b)--
                    (A) in each of paragraphs (1) and (2), by inserting 
                ``digital commodity exchange,'' before ``derivatives''; 
                and
                    (B) in paragraph (3), by inserting ``digital 
                commodity exchange,'' before ``derivatives'' each place 
                it appears; and
            (3) in subsection (c)--
                    (A) in paragraph (2), by inserting ``or 
                participants'' before ``(in'';
                    (B) in paragraph (4)(B), by striking ``1a(10)'' and 
                inserting ``1a(9)''; and
                    (C) in paragraph (5), by adding at the end the 
                following:
                    ``(D) Special rules for the listing of certain 
                digital commodities.--
                            ``(i) In general.--In the case of listing a 
                        digital commodity for trading which has not yet 
                        been listed for trading on another registered 
                        entity, paragraphs (2) and (3) shall apply as 
                        if the listing were a rule, and paragraph (2) 
                        shall be applied by substituting `20 business 
                        days' for `10 business days'.
                            ``(ii) Transitional extension.--For 1 year 
                        after the registration of the first digital 
                        commodity exchange, the Commission shall have 
                        an additional 20 business days to review any 
                        certification under clause (i).
                            ``(iii) Digital commodity presales.--
                                    ``(I) In general.--In conjunction 
                                with listing a digital commodity in 
                                which any unit of the digital commodity 
                                was obtained through a digital 
                                commodity presale, a registered entity 
                                shall prohibit any transaction with any 
                                unit of the digital commodity obtained 
                                in violation of section 4c(h).
                                    ``(II) Reliance on disclosure by 
                                registered developer.--In complying 
                                with subclause (I), a registered entity 
                                may rely on the records and disclosures 
                                of a registered digital commodity 
                                developer submitted to the Commission 
                                or its designee under section 4v in 
                                determining whether a unit of a digital 
                                commodity was obtained in violation of 
                                section 4c(h).
                            ``(iv) Consideration of comments.--In 
                        conducting a review under clause (i), the 
                        Commission shall consider any comments provided 
                        by the Securities and Exchange Commission 
                        regarding any inconsistencies with this Act 
                        posed by the potential listing of an asset that 
                        is not a digital commodity.''.
    (g) Registration of Digital Commodity Exchanges; Qualified Digital 
Commodity Custodians.--
            (1) In general.--The Commodity Exchange Act (7 U.S.C. 1 et 
        seq.) is amended by inserting after section 5h the following:

``SEC. 5I. REGISTRATION OF DIGITAL COMMODITY EXCHANGES.

    ``(a) In General.--
            ``(1) Registration.--
                    ``(A) In general.--Any trading facility that offers 
                or seeks to offer a market in digital commodities may 
                register with the Commission as a digital commodity 
                exchange.
                    ``(B) Application.--A person desiring to register 
                as a digital commodity exchange shall submit to the 
                Commission an application in such form and containing 
                such information as the Commission may require for the 
                purpose of making the determinations required for 
                approval under subsections (c) and (e).
            ``(2) Deemed registration.--A registered designated 
        contract market or registered swap execution facility which 
        fulfills the requirements of this section may elect to be 
        considered a registered digital commodity exchange, in such 
        form and manner as the Commission shall prescribe.
            ``(3) Additional registrations.--A registered digital 
        commodity exchange shall be--
                    ``(A) a member of a registered futures association; 
                and
                    ``(B) registered with the Secretary of the Treasury 
                as a Money Services Business.
    ``(b) Trading.--
            ``(1) In general.--A digital commodity exchange that is 
        registered under subsection (a) may make available for trading 
        any digital commodity that is not readily susceptible to 
        manipulation, subject to this subsection.
            ``(2) Rules governing margined or leveraged trading.--The 
        Commission may make, promulgate, and enforce such additional 
        rules governing margined, leveraged, or financed transactions 
        as are reasonably necessary to protect market participants and 
        promote the orderly settlement of transactions with respect 
        to--
                    ``(A) disclosure;
                    ``(B) recordkeeping;
                    ``(C) capital, margin, and other financial 
                resources;
                    ``(D) reporting;
                    ``(E) business conduct;
                    ``(F) documentation; and
                    ``(G) such other matters as the Commission 
                demonstrates to be necessary.
            ``(3) Prohibition on certain trading practices.--Sections 
        4b, 4c, and 6(c) shall apply to any agreement, contract, or 
        transaction in a digital commodity as if the agreement, 
        contract, or transaction were a contract of sale of a commodity 
        for future delivery.
            ``(4) Prohibition on trading derivatives products.--
        Registration as a digital commodity exchange shall not permit a 
        trading facility to offer any contract of sale of a commodity 
        for future delivery, option, or swap for trading without also 
        being registered as a designated contract market or swap 
        execution facility.
            ``(5) Rules for digital commodity presales.--The digital 
        commodity exchange shall have in place such rules as may be 
        necessary to reasonably ensure the orderly sale of any unit of 
        a digital commodity obtained through a digital commodity 
        presale.
    ``(c) Core Principles for Digital Commodity Exchanges.--
            ``(1) Compliance with core principles.--
                    ``(A) In general.--To be registered, and maintain 
                registration, as a digital commodity exchange, the 
                digital commodity exchange shall comply with--
                            ``(i) the core principles described in this 
                        subsection; and
                            ``(ii) any requirement that the Commission 
                        may impose by rule or regulation pursuant to 
                        section 8a(5).
                    ``(B) Reasonable discretion of a digital commodity 
                exchange.--Unless otherwise determined by the 
                Commission by rule or regulation, a digital commodity 
                exchange described in subparagraph (A) shall have 
                reasonable discretion in establishing the manner in 
                which the digital commodity exchange complies with the 
                core principles described in this subsection.
            ``(2) Compliance with rules.--A digital commodity exchange 
        shall--
                    ``(A) establish and enforce compliance with any 
                rule of the digital commodity exchange, including--
                            ``(i) the terms and conditions of the 
                        trades traded or processed on or through the 
                        digital commodity exchange; and
                            ``(ii) any limitation on access to the 
                        digital commodity exchange;
                    ``(B) establish and enforce trading, trade 
                processing, and participation rules that will deter 
                abuses and have the capacity to detect, investigate, 
                and enforce those rules, including means--
                            ``(i) to provide market participants with 
                        impartial access to the market; and
                            ``(ii) to capture information that may be 
                        used in establishing whether rule violations 
                        have occurred; and
                    ``(C) establish rules governing the operation of 
                the exchange, including rules specifying trading 
                procedures to be used in entering and executing orders 
                traded or posted on the facility.
            ``(3) Digital commodities not readily susceptible to 
        manipulation.--
                    ``(A) In general.--The digital commodity exchange 
                shall permit trading in only digital commodities that 
                are not readily susceptible to manipulation.
                    ``(B) Listing restrictions.--A digital commodity 
                exchange shall not permit trading in--
                            ``(i) a unit of a digital commodity, if it 
                        is reasonably likely that the transaction 
                        history of the digital commodity can be 
                        fraudulently altered by any person or group of 
                        persons acting collectively; or
                            ``(ii) a unit of a digital commodity 
                        subject to the restrictions in section 4c(h), 
                        if it is reasonably likely that the 
                        functionality or operation of the digital 
                        commodity can be materially altered by any 
                        person or group of persons under common 
                        control.
                    ``(C) Considerations.--In assessing a digital 
                commodity under this paragraph, the exchange shall 
                consider, with respect to the digital commodity--
                            ``(i) its purpose and use;
                            ``(ii) its unit creation or release 
                        process;
                            ``(iii) its consensus mechanism;
                            ``(iv) its governance structure;
                            ``(v) its participation and distribution;
                            ``(vi) its current and proposed 
                        functionality; and
                            ``(vii) any other factor required by the 
                        Commission.
                    ``(D) Rules for fixed-value digital commodities.--A 
                fixed-value digital commodity shall be determined to be 
                not readily susceptible to manipulation under this 
                section if the issuer of the fixed-value digital 
                commodity is registered as a fixed-value digital 
                commodity operator or subject to comparable, 
                comprehensive supervision and regulation by another 
                Federal regulator or an appropriate government 
                authority in the home country of the fixed-value 
                digital commodity operator.
            ``(4) Treatment of customer assets.--
                    ``(A) Required standards and procedures.--Each 
                digital commodity exchange shall establish standards 
                and procedures that are designed to protect and ensure 
                the safety of customer money, assets, and property.
                    ``(B) Holding of customer assets.--
                            ``(i) In general.--Each digital commodity 
                        exchange shall hold customer money, assets, and 
                        property in a manner to minimize the customer's 
                        risk of loss or unreasonable delay in the 
                        access to the money, assets, and property of 
                        the customer.
                            ``(ii) Segregation of funds.--
                                    ``(I) In general.--A digital 
                                commodity exchange shall treat and deal 
                                with all money, assets, and property of 
                                any customer received as belonging to 
                                the customer.
                                    ``(II) Commingling prohibited.--
                                Money, assets, and property of a 
                                customer described in subclause (I) 
                                shall be separately accounted for and 
                                shall not be commingled with the funds 
                                of the digital commodity exchange or be 
                                used to margin, secure, or guarantee 
                                any trades or accounts of any customer 
                                or person other than the person for 
                                whom the same are held.
                            ``(iii) Exceptions.--
                                    ``(I) Use of funds.--
                                            ``(aa) In general.--
                                        Notwithstanding clause (ii), 
                                        money, assets, and property of 
                                        customers of a digital 
                                        commodity exchange described in 
                                        clause (ii) may, for 
                                        convenience, be commingled and 
                                        deposited in the same account 
                                        or accounts with any bank, 
                                        trust company, or qualified 
                                        digital commodity custodian.
                                            ``(bb) Withdrawal.--
                                        Notwithstanding clause (ii), 
                                        such share of the money, 
                                        assets, and property described 
                                        in item (aa) as in the normal 
                                        course of business shall be 
                                        necessary to margin, guarantee, 
                                        secure, transfer, adjust, or 
                                        settle a digital commodity 
                                        transaction with a registered 
                                        entity may be withdrawn and 
                                        applied to such purposes, 
                                        including the payment of 
                                        commissions, brokerage, 
                                        interest, taxes, storage, and 
                                        other charges, lawfully 
                                        accruing in connection with the 
                                        digital commodity transaction.
                                    ``(II) Commission action.--
                                Notwithstanding clause (ii), in 
                                accordance with such terms and 
                                conditions as the Commission may 
                                prescribe by rule, regulation, or 
                                order, any money, assets, or property 
                                of the customers of a digital commodity 
                                exchange described in clause (ii) may 
                                be commingled and deposited in customer 
                                accounts with any other money, assets, 
                                or property received by the digital 
                                commodity exchange and required by the 
                                Commission to be separately accounted 
                                for and treated and dealt with as 
                                belonging to the customer of the 
                                digital commodity exchange.
                    ``(C) Permitted investments.--Money described in 
                clause (ii) may be invested in obligations of the 
                United States, in general obligations of any State or 
                of any political subdivision of a State, and in 
                obligations fully guaranteed as to principal and 
                interest by the United States, or in any other 
                investment that the Commission may by rule or 
                regulation prescribe, and such investments shall be 
                made in accordance with such rules and regulations and 
                subject to such conditions as the Commission may 
                prescribe.
                    ``(D) Customer protection during bankruptcy.--
                            ``(i) Customer property.--All assets held 
                        on behalf of a customer by a digital commodity 
                        exchange registered under section 5i of this 
                        Act, and all money, assets, and property of any 
                        customer received by a digital commodity 
                        exchange registered under section 5i of this 
                        Act for trading or custody, or to facilitate, 
                        margin, guarantee, or secure digital commodity 
                        transactions (including money, assets, or 
                        property accruing to the customer as the result 
                        of the transactions), shall be considered 
                        customer property for purposes of section 761 
                        of title 11, United States Code.
                            ``(ii) Transactions.--A transaction 
                        involving a unit of a digital commodity 
                        occurring on or subject to the rules of a 
                        digital commodity exchange registered under 
                        section 5i of this Act shall be considered a 
                        `contract for the purchase or sale of a 
                        commodity for future delivery, on or subject to 
                        the rules of, a contract market or board of 
                        trade' for the purposes of the definition of a 
                        `commodity contract' in section 761 of title 
                        11, United States Code.
                            ``(iii) Exchanges.--A digital commodity 
                        exchange registered under section 5i of this 
                        Act shall be considered a futures commission 
                        merchant for purposes of section 761 of title 
                        11, United States Code.
                            ``(iv) Assets removed from segregation.--
                        Notwithstanding clause (i), assets that have 
                        been removed from segregation due to a customer 
                        election under subparagraph (F) shall not be 
                        considered customer property for purposes of 
                        section 761 of title 11, United States Code.
                    ``(E) Misuse of customer property.--It shall be 
                unlawful--
                            ``(i) for any digital commodity exchange 
                        that has received any customer money, assets, 
                        or property for custody to dispose of, or use 
                        any such money, assets, or property as 
                        belonging to the digital commodity exchange; or
                            ``(ii) for any other person, including any 
                        depository, other digital commodity exchange, 
                        or digital commodity custodian that has 
                        received any customer money, assets, or 
                        property for deposit, to hold, dispose of, or 
                        use any such money, assets, or property as 
                        belonging to the depositing digital commodity 
                        exchange or any person other than the customers 
                        of the digital commodity exchange.
                    ``(F) Customer right to opt out.--
                            ``(i) In general.--A customer shall have 
                        the right to waive the restrictions in 
                        subparagraph (B), by affirmatively electing, in 
                        writing to the digital commodity exchange, to 
                        waive the restrictions.
                            ``(ii) Limitations.--The Commission may, by 
                        rule, establish notice and disclosure 
                        requirements, segregation requirements, 
                        investment limitations, and other rules related 
                        to the waiving of any restrictions under this 
                        paragraph that are reasonably necessary to 
                        protect customers, including eligible contract 
                        participants, non-eligible contract 
                        participants, or any other class of customers.
            ``(5) Monitoring of trading and trade processing.--
                    ``(A) In general.--The digital commodity exchange 
                shall provide a competitive, open, and efficient market 
                and mechanism for executing transactions that protects 
                the price discovery process of trading on the exchange.
                    ``(B) Protection of markets and market 
                participants.--The digital commodity exchange shall 
                establish and enforce rules--
                            ``(i) to protect markets and market 
                        participants from abusive practices committed 
                        by any party, including abusive practices 
                        committed by a party acting as an agent for a 
                        participant; and
                            ``(ii) to promote fair and equitable 
                        trading on the exchange.
                    ``(C) The digital commodity exchange shall--
                            ``(i) establish and enforce rules or terms 
                        and conditions defining, or specifications 
                        detailing--
                                    ``(I) trading procedures to be used 
                                in entering and executing orders traded 
                                on or through the facilities of the 
                                digital commodity exchange; and
                                    ``(II) procedures for trade 
                                processing of digital commodities on or 
                                through the facilities of the digital 
                                commodity exchange; and
                            ``(ii) monitor trading in digital 
                        commodities to prevent manipulation, price 
                        distortion, and disruptions of the delivery or 
                        cash settlement process through surveillance, 
                        compliance, and disciplinary practices and 
                        procedures, including methods for conducting 
                        real-time monitoring of trading and 
                        comprehensive and accurate trade 
                        reconstructions.
            ``(6) Ability to obtain information.--The digital commodity 
        exchange shall--
                    ``(A) establish and enforce rules that will allow 
                the facility to obtain any necessary information to 
                perform any of the functions described in this section;
                    ``(B) provide the information to the Commission on 
                request; and
                    ``(C) have the capacity to carry out such 
                international information-sharing agreements as the 
                Commission may require.
            ``(7) Emergency authority.--The digital commodity exchange 
        shall adopt rules to provide for the exercise of emergency 
        authority, in consultation or cooperation with the Commission 
        or a registered entity, as is necessary and appropriate, 
        including the authority to facilitate the liquidation or 
        transfer of open positions in any digital commodity or to 
        suspend or curtail trading in a digital commodity.
            ``(8) Reporting requirements.--
                    ``(A) Duty of digital commodity exchange.--Each 
                digital commodity exchange shall provide to the 
                Commission all information that is determined by the 
                Commission to be necessary to perform each 
                responsibility of the Commission under this Act.
                    ``(B) Timely publication of trading information.--
                            ``(i) In general.--The digital commodity 
                        exchange shall make public timely information 
                        on price, trading volume, and other trading 
                        data on digital commodities to the extent 
                        prescribed by the Commission.
                            ``(ii) Capacity of digital commodity 
                        exchange.--The digital commodity exchange shall 
                        be required to have the capacity to 
                        electronically capture and transmit trade 
                        information with respect to transactions 
                        executed on the exchange.
            ``(9) Recordkeeping and reporting.--
                    ``(A) In general.--A digital commodity exchange 
                shall--
                            ``(i) maintain records of all activities 
                        relating to the business of the facility, 
                        including a complete audit trail, in a form and 
                        manner acceptable to the Commission for a 
                        period of 5 years;
                            ``(ii) report to the Commission, in a form 
                        and manner acceptable to the Commission, such 
                        information as the Commission determines to be 
                        necessary or appropriate for the Commission to 
                        perform the duties of the Commission under this 
                        Act; and
                            ``(iii) keep any such records of digital 
                        commodities which relate to a security open to 
                        inspection and examination by the Securities 
                        and Exchange Commission.
                    ``(B) Information-sharing.--Subject to section 8, 
                and on request, the Commission shall share information 
                collected under subparagraph (A) with--
                            ``(i) the Board;
                            ``(ii) the Securities and Exchange 
                        Commission;
                            ``(iii) each appropriate Federal banking 
                        agency;
                            ``(iv) each appropriate State bank 
                        supervisor (within the meaning of section 3 of 
                        the Federal Deposit Insurance Act);
                            ``(v) the Financial Stability Oversight 
                        Council;
                            ``(vi) the Department of Justice; and
                            ``(vii) any other person that the 
                        Commission determines to be appropriate, 
                        including--
                                    ``(I) foreign financial supervisors 
                                (including foreign futures 
                                authorities);
                                    ``(II) foreign central banks; and
                                    ``(III) foreign ministries.
                    ``(C) Confidentiality agreement.--Before the 
                Commission may share information with any entity 
                described in subparagraph (B), the Commission shall 
                receive a written agreement from each entity stating 
                that the entity shall abide by the confidentiality 
                requirements described in section 8 relating to the 
                information on digital commodity transactions that is 
                provided.
                    ``(D) Providing information.--Each digital 
                commodity exchange shall provide to the Commission 
                (including any designee of the Commission) information 
                under subparagraph (A) in such form and at such 
                frequency as is required by the Commission.
            ``(10) Antitrust considerations.--Unless necessary or 
        appropriate to achieve the purposes of this Act, the digital 
        commodity exchange shall not--
                    ``(A) adopt any rules or take any actions that 
                result in any unreasonable restraint of trade; or
                    ``(B) impose any material anticompetitive burden on 
                trading.
            ``(11) Conflicts of interest.--The digital commodity 
        exchange shall--
                    ``(A) establish and enforce rules to minimize 
                conflicts of interest in its decision-making process; 
                and
                    ``(B) establish a process for resolving the 
                conflicts of interest.
            ``(12) Financial resources.--
                    ``(A) In general.--Each digital commodity exchange 
                shall have adequate financial, operational, and 
                managerial resources, as determined by the Commission, 
                to discharge each responsibility of the digital 
                commodity exchange.
                    ``(B) Minimum amount of financial resources.--Each 
                digital commodity exchange shall possess financial 
                resources that, at a minimum, exceed the total amount 
                that would enable the digital commodity exchange to 
                conduct an orderly wind-down of its activities.
                    ``(C) Additional financial resources for leverage 
                trading.--The Commission may require such additional 
                financial resources as are necessary to enable a 
                digital commodity exchange which offers margined, 
                leveraged, or financed transactions to fulfill its 
                customer obligations.
            ``(13) Governance fitness standards.--
                    ``(A) Governance arrangements.--Each digital 
                commodity exchange shall establish governance 
                arrangements that are transparent to fulfill public 
                interest requirements.
                    ``(B) Fitness standards.--Each digital commodity 
                exchange shall establish and enforce appropriate 
                fitness standards for--
                            ``(i) directors;
                            ``(ii) any individual or entity with direct 
                        access to the settlement activities of the 
                        digital commodity exchange;
                            ``(iii) any individual or entity with 
                        direct access to any affiliated digital 
                        commodity custodian;
                            ``(iv) any entity offering affiliated 
                        services for the digital commodity exchange; 
                        and
                            ``(v) any party affiliated with any 
                        individual or entity described in this clause.
            ``(14) System safeguards.--The digital commodity exchange 
        shall--
                    ``(A) establish and maintain a program of risk 
                analysis and oversight to identify and minimize sources 
                of operational and security risks, through the 
                development of appropriate controls and procedures, and 
                automated systems, that--
                            ``(i) are reliable and secure; and
                            ``(ii) have adequate scalable capacity;
                    ``(B) establish and maintain emergency procedures, 
                backup facilities, and a plan for disaster recovery 
                that allow for--
                            ``(i) the timely recovery and resumption of 
                        operations; and
                            ``(ii) the fulfillment of the 
                        responsibilities and obligations of the digital 
                        commodity exchange; and
                    ``(C) periodically conduct tests to verify that the 
                backup resources of the digital commodity exchange are 
                sufficient to ensure continued--
                            ``(i) order processing and trade matching;
                            ``(ii) price reporting;
                            ``(iii) market surveillance; and
                            ``(iv) maintenance of a comprehensive and 
                        accurate audit trail.
    ``(d) Appointment of Trustee.--
            ``(1) In general.--If a proceeding under section 5e results 
        in the suspension or revocation of the registration of a 
        digital commodity exchange, or if a digital commodity exchange 
        withdraws from registration, the Commission, on notice to the 
        digital commodity exchange, may apply to the appropriate United 
        States district court where the digital commodity exchange is 
        located for the appointment of a trustee.
            ``(2) Assumption of jurisdiction.--If the Commission 
        applies for appointment of a trustee under paragraph (1)--
                    ``(A) the court may take exclusive jurisdiction 
                over the digital commodity exchange and the records and 
                assets of the digital commodity exchange, wherever 
                located; and
                    ``(B) if the court takes jurisdiction under 
                subparagraph (A), the court shall appoint the 
                Commission, or a person designated by the Commission, 
                as trustee with power to take possession and continue 
                to operate or terminate the operations of the digital 
                commodity exchange in an orderly manner for the 
                protection of customers subject to such terms and 
                conditions as the court may prescribe.
    ``(e) Qualified Digital Commodity Custodian.--A digital commodity 
exchange shall hold in a qualified digital commodity custodian each 
unit of a digital commodity that is--
            ``(1) the property of a customer of the digital commodity 
        exchange;
            ``(2) required to be held by the digital commodity exchange 
        under subsection (b)(2) or (c)(12) of this section; or
            ``(3) otherwise so required by the Commission to reasonably 
        protect customers or promote the public interest.
    ``(f) Exemptions.--In order to promote responsible economic or 
financial innovation and fair competition, or protect customers, the 
Commission may (on its own initiative or on application of the 
registered digital commodity exchange) exempt, either unconditionally 
or on stated terms or conditions or for stated periods and either 
retroactively or prospectively, or both, a registered digital commodity 
exchange from the requirements of this section, if the Commission 
determines that--
            ``(1)(A) the exemption would be consistent with the public 
        interest and the purposes of this Act; and
            ``(B) the exemption will not have a material adverse effect 
        on the ability of the Commission or the digital commodity 
        exchange to discharge regulatory or self-regulatory duties 
        under this Act; or
            ``(2) the digital commodity exchange is subject to 
        comparable, comprehensive supervision and regulation by the 
        appropriate government authorities in the home country of the 
        organization.
    ``(g) Customer Defined.--In this section, the term `customer' means 
any person that maintains an account for the trading of digital 
commodities directly with a digital commodity exchange (other than a 
person that is owned or controlled, directly or indirectly, by the 
digital commodity exchange) for its own behalf or on behalf of other 
any person.
    ``(h) Federal Preemption.--Notwithstanding any other provision of 
law, the Commission shall have exclusive jurisdiction over any digital 
commodity exchange registered under this section.

``SEC. 5J. QUALIFIED DIGITAL COMMODITY CUSTODIANS.

    ``(a) In General.--The Commission shall designate a digital 
commodity custodian as a qualified digital commodity custodian, if--
            ``(1) the Commission finds the digital commodity custodian 
        is subject to adequate supervision and appropriate regulation 
        by the Commission, the Securities and Exchange Commission, an 
        appropriate Federal banking agency, a State bank supervisor 
        (within the meaning of section 3 of the Federal Deposit 
        Insurance Act), or an appropriate foreign governmental 
        authority in the home country of the digital commodity 
        custodian; and
            ``(2) the digital commodity custodian agrees to such 
        regular and periodic sharing of information as the Commission 
        determines by rule shall be reasonably necessary to effectuate 
        any of the provisions, or to accomplish any of the purposes, of 
        this Act.
    ``(b) Rulemaking Authority.--For purposes of subsection (a), the 
Commission, by rule or order, shall define `adequate supervision' and 
`appropriate regulation' as any regulatory regime which meets such 
minimum standards for supervision and regulation as the Commission 
determines are reasonably necessary to protect the property of 
customers of a registered digital commodity exchange, including minimum 
standards relating to--
            ``(1) accessibility of customer assets;
            ``(2) financial resources;
            ``(3) risk management requirements;
            ``(4) governance arrangements;
            ``(5) fitness standards;
            ``(6) recordkeeping;
            ``(7) information-sharing; and
            ``(8) conflicts of interest.
    ``(c) Authority To Temporarily Suspend Standards.--The Commission 
may, by rule or order, temporarily suspend, in whole or in part, any 
requirement imposed under, or any standard referred to in, this section 
if the Commission determines that the suspension would be consistent 
with the public interest and the purposes of this Act.''.
            (2) Certain digital commodity exchange functions not 
        sufficient to trigger requirement to register as futures 
        commission merchant.--Section 4f(c) of the Commodity Exchange 
        Act (7 U.S.C. 6f(c)) is amended by adding at the end the 
        following:
            ``(12) Clarification of scope of registration 
        requirement.--A registered digital commodity exchange shall not 
        be required to register as a futures commission merchant for 
        any activity for which the exchange is regulated under section 
        5i.''.
    (h) Registration and Regulation of Fixed-Value Digital Commodity 
Operators.--
            (1) Definitions.--Section 1a of the Commodity Exchange Act 
        (7 U.S.C. 1a) is further amended by adding at the end the 
        following:
            ``(56) Fixed-value digital commodity.--
                    ``(A) In general.--The term `fixed-value digital 
                commodity' means a digital commodity which is 
                redeemable for a fixed amount of fiat currency or 
                another commodity, or the value thereof.
                    ``(B) Further definition.--The Commission, by rule 
                or regulation, may include within, or exclude from, the 
                term `fixed-value digital commodity' any digital 
                commodity if the Commission determines that the rule or 
                regulation will effectuate the purposes of this Act.
            ``(57) Fixed-value digital commodity operator.--
                    ``(A) In general.--The term `fixed-value digital 
                commodity operator' means any person--
                            ``(i) engaged in a business that solicits, 
                        accepts, or receives funds, property, or other 
                        assets from others for the purpose of issuing 
                        units of a fixed-value digital commodity; or
                            ``(ii) who is registered with the 
                        Commission as a fixed-value digital commodity 
                        operator.
                    ``(B) Further definition.--The Commission, by rule 
                or regulation, may include within, or exclude from, the 
                term `fixed-value digital commodity operator' any 
                person engaged in a business of issuing fixed-value 
                digital commodities, if the Commission determines that 
                the rule or regulation will effectuate the purposes of 
                this Act.''.
            (2) Registration and regulation.--The Commodity Exchange 
        Act (7 U.S.C. 1 et seq.) is amended by inserting after section 
        4t the following:

``SEC. 4U. REGISTRATION AND REGULATION OF FIXED-VALUE DIGITAL COMMODITY 
              OPERATORS.

    ``(a) Registration.--
            ``(1) In general.--A person may register with the 
        Commission as a fixed-value digital commodity operator.
            ``(2) Filing requirement.--A person desiring to register 
        with the Commission as a fixed-value digital commodity operator 
        shall file with the Commission a registration application, in 
        such form and manner as is prescribed by the Commission.
            ``(3) Application contents.--The application shall 
        include--
                    ``(A) a description of the operation of the fixed-
                value digital commodity, including the process for 
                issuing, redeeming, and calculating the value of the 
                outstanding redeemable units of the fixed-value digital 
                commodity;
                    ``(B) the process by which the fixed-value digital 
                commodity operator would wind-down its business, 
                including--
                            ``(i) transferring the funds and property 
                        available for the redemption of units of the 
                        fixed-value digital commodity to another fixed-
                        value digital commodity operator; or
                            ``(ii) redeeming outstanding units of the 
                        fixed-value digital commodity in an orderly 
                        manner; and
                    ``(C) such other information as the Commission 
                considers necessary concerning the business in which 
                the applicant is or will be engaged.
    ``(b) Prohibitions; Enforcement.--
            ``(1) Statutory disqualification.--Except to the extent 
        otherwise specifically provided by rule, regulation, or order, 
        it shall be unlawful for a registered fixed-value digital 
        commodity operator to permit any person who is associated with 
        the operator and is subject to a statutory disqualification, to 
        take any action in relation to the fixed-value digital 
        commodity on behalf of the operator, if the operator knew, or 
        in the exercise of reasonable care should have known, of the 
        statutory disqualification.
            ``(2) Revocation.--
                    ``(A) In general.--The failure of a registered 
                fixed-value digital commodity operator to comply with 
                any provision of this Act or any regulation or order of 
                the Commission under this Act shall be cause for the 
                suspension for a period not to exceed 180 days, or 
                revocation, of the registration of the operator as a 
                fixed-value digital commodity operator, in accordance 
                with the procedures and subject to the judicial review 
                provided in section 6(b).
                    ``(B) Trustee.--If a proceeding under subparagraph 
                (A) results in the suspension or revocation of the 
                registration of a fixed-value digital commodity 
                operator, or if such an operator withdraws from 
                registration, the Commission, on notice to the 
                operator, may apply to the appropriate United States 
                district court for the judicial district in which the 
                operator is located for the appointment of a trustee.
                    ``(C) Assumption of jurisdiction.--If the 
                Commission applies for appointment of a trustee under 
                subparagraph (B)--
                            ``(i) the court may take exclusive 
                        jurisdiction over the fixed-value digital 
                        commodity operator and the records and assets 
                        of the operator, wherever located; and
                            ``(ii) if the court takes jurisdiction 
                        under clause (i), the court shall appoint the 
                        Commission, or a person designated by the 
                        Commission, as trustee with power to take 
                        possession and continue to operate or terminate 
                        the operations of the fixed-value digital 
                        commodity operator in an orderly manner for the 
                        protection of participants, subject to such 
                        terms and conditions as the court may 
                        prescribe.
    ``(c) Duties of a Registered Fixed-Value Digital Commodity 
Operator.--A registered fixed-value digital commodity operator shall 
comply, in such manner as the Commission shall by rule or order 
determine, with the following requirements:
            ``(1) Disclosure of general information.--For each fixed-
        value digital commodity it operates, such an operator shall--
                    ``(A) disclose to the Commission information 
                concerning--
                            ``(i) the terms and conditions of the 
                        fixed-value digital commodity transactions;
                            ``(ii) the fixed-value digital commodity 
                        operations, mechanisms, and practices;
                            ``(iii) the process for the issuance and 
                        redemption of units of the fixed-value digital 
                        commodity;
                            ``(iv) the financial integrity protections 
                        relating to the fixed-value digital commodity; 
                        and
                            ``(v) other information relevant to 
                        transacting in the fixed-value digital 
                        commodity; and
                    ``(B) continue to submit to the Commission reports 
                that contain such information pertaining to the 
                business of the operator as the Commission may require.
            ``(2) Publicly available information.--For each fixed-value 
        digital commodity it operates, such an operator shall make 
        available to the public, information concerning--
                    ``(A) the fixed-value digital commodity operations, 
                mechanisms, and practices;
                    ``(B) the process for the issuance and redemption 
                of the units of the fixed-value digital commodity;
                    ``(C) information about the material risks and 
                characteristics of the fixed-value digital commodity;
                    ``(D) the total value of the outstanding units of 
                the fixed-value digital commodity;
                    ``(E) the total value of funds and other property 
                held by the operator for redemption;
                    ``(F) any material incentives or conflicts of 
                interest that the operator may have in connection with 
                the fixed-value digital commodity; and
                    ``(G) any other information the Commission 
                determines is relevant to the public's understanding of 
                the operation of the fixed-value digital commodity.
            ``(3) Record of assets and liabilities.--For each fixed-
        value digital commodity it operates, such an operator shall 
        maintain daily redemption fund records reflecting the total 
        amount of funds or property held by the operator for redemption 
        and the total value of outstanding redeemable units of the 
        fixed-value digital commodity.
            ``(4) Ability to obtain information.--Such an operator 
        shall--
                    ``(A) establish and enforce internal systems and 
                procedures to obtain any necessary information to 
                perform any of the functions described in this section; 
                and
                    ``(B) provide the information to the Commission, as 
                applicable, on request.
            ``(5) Conflicts of interest.--Such an operator shall 
        implement conflict-of-interest systems and procedures that 
        address such issues as the Commission determines to be 
        appropriate.
            ``(6) Risk management procedures.--Such an operator shall 
        establish robust and professional risk management systems 
        adequate for managing the day-to-day business of the operator.
            ``(7) Reporting and recordkeeping.--Such an operator 
        shall--
                    ``(A) make such reports as are required by the 
                Commission by rule or regulation regarding the issuance 
                and redemption transactions, and positions and 
                financial condition of the registered fixed-value 
                digital commodity operator;
                    ``(B) keep books and records in such form and 
                manner and for such period as may be prescribed by the 
                Commission by rule or regulation; and
                    ``(C) keep the books and records referred to in 
                subparagraph (B) open to inspection and examination by 
                any representative of the Commission.
            ``(8) Business conduct standards.--Such an operator shall 
        conform with such business conduct standards as the Commission 
        may prescribe, related to--
                    ``(A) fraud, manipulation, and other abusive 
                practices involving the issuance and redemption of any 
                unit of the fixed-value digital commodity;
                    ``(B) diligent supervision of the business of the 
                operator;
                    ``(C) communicating with the public in a fair and 
                balanced manner based on principles of fair dealing and 
                good faith; and
                    ``(D) such other standards and requirements as the 
                Commission may determine are appropriate in the public 
                interest, for the protection of participants in the 
                fixed-value digital commodity, or otherwise in 
                furtherance of the purposes of this section.
            ``(9) Requirements for issuance and redemption transaction 
        records.--
                    ``(A) In general.--For each fixed-value digital 
                commodity it operates, such an operator shall maintain 
                daily transaction records of the units of the fixed-
                value digital commodity issued or redeemed by the 
                operator for such period as may be required by the 
                Commission by rule or regulation.
                    ``(B) Counterparty records.--For each fixed-value 
                digital commodity it operates, such an operator shall 
                maintain daily transaction records for each 
                counterparty to an issuance or redemption transaction 
                in a manner and form that is identifiable with each 
                fixed-value digital commodity transaction.
                    ``(C) Audit trail.--For each fixed-value digital 
                commodity it operates, such an operator shall maintain 
                a complete audit trail for conducting comprehensive and 
                accurate issuance and redemption transaction 
                reconstructions.
                    ``(D) Information requirements.--Such a daily 
                transaction record shall include such information as 
                the Commission shall require by rule or regulation.
    ``(d) Funds Held for Redemption.--
            ``(1) Amount of funds.--For each fixed-value digital 
        commodity it operates, a registered fixed-value digital 
        commodity operator shall maintain funds or other property equal 
        to the total value of any outstanding redeemable fixed-value 
        digital commodities issued by the operator, as determined in 
        accordance with such requirements and limitations on valuation 
        as the Commission shall, by rule, prescribe.
            ``(2) Segregation requirements.--
                    ``(A) Funds held for redemption.--For each fixed-
                value digital commodity it operates, a registered 
                fixed-value digital commodity operator shall--
                            ``(i) segregate the funds or other property 
                        held for redemption; and
                            ``(ii) in accordance with such rules and 
                        regulations as the Commission may promulgate, 
                        maintain the funds or other property in a 
                        segregated account separate from the assets and 
                        other interests of the operator.
                    ``(B) Applicability.--Subparagraph (A) shall not 
                preclude any commercial arrangement regarding the 
                investment of segregated funds or other property that 
                may only be invested in such investments as the 
                Commission may permit by rule or regulation.
                    ``(C) Custodians.--The segregated account referred 
                to in subparagraph (A) shall be carried by a qualified 
                digital commodity custodian for any digital commodity 
                held for redemption.
    ``(e) Financial Resources.--
            ``(1) In general.--A registered fixed-value digital 
        commodity operator shall meet such minimum capital requirements 
        as the Commission shall by rule or regulation prescribe, 
        pursuant to the standards in paragraph (2).
            ``(2) Standards for capital requirements.--
                    ``(A) The requirements imposed under paragraph (1) 
                shall--
                            ``(i) help ensure the safety and soundness 
                        of the fixed-value digital commodity operator;
                            ``(ii) be appropriate for the risk 
                        associated with the funds for redemption held 
                        by such an operator; and
                            ``(iii) be sufficient for the operator to 
                        comply with its plan for an orderly wind-down 
                        of its activities.
                    ``(B) Adjustments.--In setting capital requirements 
                for a registered fixed-value digital commodity 
                operator, the Commission shall take into account--
                            ``(i) the risks associated with other 
                        activities conducted by the operator or 
                        affiliated entity for activities not subject to 
                        regulations providing for a minimum capital 
                        standard; and
                            ``(ii) any other capital requirement 
                        imposed on the operator or affiliated entity 
                        for activities subject to regulations providing 
                        for a minimum capital standard.
    ``(f) Exemptions.--In order to promote responsible economic or 
financial innovation and fair competition, or protect customers, the 
Commission may (on its own initiative or on application of the 
registered fixed-value digital commodity operator) exempt, either 
unconditionally or on stated terms or conditions or for stated periods 
and either retroactively or prospectively, or both, a registered fixed-
value digital commodity operator from the requirements of this section, 
if the Commission determines that--
            ``(1) the exemption would be consistent with the public 
        interest and the purposes of this Act; and
            ``(2) the exemption will not have a material adverse effect 
        on the ability of the Commission or the operator to discharge 
        any duty of the Commission or the operator, respectively, under 
        this Act.
    ``(g) Rulemaking.--
            ``(1) In general.--The Commission shall adopt rules for 
        registered fixed-value digital commodity operators and to 
        effectuate the requirements of this section.
            ``(2) Prohibition on the collection of certain 
        information.--This section shall not be construed to--
                    ``(A) require a registered fixed-value digital 
                commodity operator to solicit, collect, maintain, 
                report, or otherwise make available to the Commission, 
                any other State or Federal agency, or any foreign 
                authority, any record or information relating to any 
                person, counterparty, amount, or account utilizing a 
                unit of the fixed-value digital commodity in a 
                transaction which does not involve the issuance or 
                redemption of a unit of the fixed-value digital 
                commodity, or to cause any other person to do the same; 
                or
                    ``(B) permit the Commission to require such an 
                operator to solicit, collect, maintain, report, or 
                otherwise make available to the Commission, any other 
                State or Federal agency, or any foreign authority, any 
                record or information relating to any person, 
                counterparty, amount, or account utilizing a unit of 
                the fixed-value digital commodity in a transaction 
                which does not involve the issuance or redemption of a 
                unit of the fixed-value digital commodity, or to cause 
                any other person to do the same.''.
    (i) Voluntary Registration and Disclosures by Digital Commodity 
Developers.--
            (1) Definition.--Section 1a of the Commodity Exchange Act 
        (7 U.S.C. 1a) is further amended by adding at the end the 
        following:
            ``(58) Digital commodity developer.--The term `digital 
        commodity developer' means a person who creates or develops a 
        digital commodity.''.
            (2) Registration and disclosures.--The Commodity Exchange 
        Act (7 U.S.C. 1 et seq.), as amended by subsection (f)(2) of 
        this section, is further amended by inserting after section 4t 
        the following:

``SEC. 4V. REGISTRATION AND DISCLOSURES BY DIGITAL COMMODITY 
              DEVELOPERS.

    ``(a) Registration.--Any person may register with the Commission as 
a digital commodity developer by filing a registration application with 
the Commission.
    ``(b) Requirements.--
            ``(1) In general.--The application shall be made in such 
        form and manner as prescribed by the Commission, and shall 
        contain such information, as the Commission determines by rule 
        is necessary to effectuate the purposes of this Act.
            ``(2) Membership.--Any person registered as a digital 
        commodity developer shall be a member of a registered futures 
        association for the duration of the registration.
            ``(3) Expiration.--Each registration under this section 
        shall expire--
                    ``(A) when the applicant withdraws from 
                registration;
                    ``(B) when the applicant fails to comply with the 
                requirements of this section; or
                    ``(C) at such other time as the Commission may 
                prescribe by rule or regulation.
    ``(c) Disclosures.--For each digital commodity, a registered 
digital commodity developer shall submit to the Commission or its 
designee, and maintain on a publicly available website, in such form 
and manner as prescribed by the Commission, the following:
            ``(1) Initial disclosures.--
                    ``(A) Project disclosures.--A general description 
                of the digital commodity, including--
                            ``(i) its purpose and use;
                            ``(ii) its unit creation or release 
                        process;
                            ``(iii) its consensus mechanism;
                            ``(iv) its governance structure;
                            ``(v) its participation and distribution;
                            ``(vi) its current and proposed 
                        functionality; and
                            ``(vii) any other such information the 
                        Commission determines will effectuate the 
                        purposes of this Act.
                    ``(B) Development disclosures.--A list of all 
                individuals who are--
                            ``(i) participants in a related digital 
                        commodity presale;
                            ``(ii) holders of units of the digital 
                        commodity subject to the limitations in section 
                        4c(h);
                            ``(iii) holders of rights or promises to 
                        future units of the digital commodity; or
                            ``(iv) compensated in any fashion for 
                        providing material support for the development 
                        of the digital commodity.
                    ``(C) Technical disclosures.--Technical 
                documentation related to the digital commodity, 
                including any--
                            ``(i) whitepaper;
                            ``(ii) source code;
                            ``(iii) development guide; or
                            ``(iv) other similar material.
            ``(2) Periodic disclosures.--The digital commodity 
        developer shall periodically update the disclosures made 
        pursuant to subsection (c)(1), at such frequency as prescribed 
        by the Commission.
            ``(3) Post-filing digital commodity sale disclosures.--
                    ``(A) In general.--The digital commodity developer 
                shall publicly disclose the sale or transfer of any 
                unit, or any promise or right to any future unit, of 
                the digital commodity, that is subject to the 
                restrictions in section 4c(h).
                    ``(B) Contents.--Each disclosure required under 
                subparagraph (A) shall include the date of sale, number 
                of digital commodities sold, number of purchasers if 
                identifiable, any limitations or restrictions on the 
                transferability of the digital commodities sold, price 
                per digital commodity, and the type and amount of 
                consideration received.
            ``(4) Substitute disclosures.--The Commission may exempt, 
        conditionally or unconditionally, a digital commodity developer 
        from the disclosure requirements under this section if the 
        Commission determines that the digital commodity developer 
        complies with the comparable disclosure requirements of another 
        federal regulator.
    ``(d) No Requirement to Register.--The creator or developer of a 
digital commodity shall not be required to be registered under this 
section in order for a digital commodity created or developed by the 
creator or developer to be listed for trading on a registered digital 
commodity exchange.''.
                                 <all>
Digital Commodity Exchange Act of 2022
To provide for orderly and secure digital commodity exchange markets, and for other purposes.
Digital Commodity Exchange Act of 2022
Rep. Thompson, Glenn