The U.S. Securities and Exchange Commission’s Division of Corporation Finance published a staff statement setting out its view on “liquid staking” arrangements, concluding that “Liquid Staking Activities” as described do not involve the offer and sale of securities under the Securities Act of 1933 or the Securities Exchange Act of 1934. On that basis, the staff view is that participants generally do not need to register these transactions with the Commission or rely on an exemption, and that offers and sales of “Staking Receipt Tokens” likewise generally are not securities transactions unless the deposited covered crypto assets are part of or subject to an investment contract. The statement defines liquid staking as depositors placing covered crypto assets with a protocol-based or third-party “Liquid Staking Provider” and receiving newly minted staking receipt tokens that evidence ownership of the deposited assets and associated staking rewards, with redemption typically subject to an “unbonding” period. It describes providers as facilitating protocol staking on behalf of depositors for a fee, potentially selecting a node operator, while rewards and slashing losses accrue to the staked assets and are reflected either by a changing token-to-asset ratio or by issuing or burning receipt tokens. The staff’s analysis applies the Howey investment contract test and rests on the view that the provider’s role is administrative or ministerial, including custody and (where applicable) node-operator selection, and that the provider does not decide whether, when, or how much to stake or guarantee or set rewards. The staff view is expressly limited to arrangements that match the described features, does not address “restaking,” and does not extend to provider activities that go beyond administrative and ministerial functions or to receipt token offers, sales, or issuance that are inconsistent with the statement. The Division also notes that the statement is staff guidance only, has no legal force or effect, and that definitive determinations require a facts-and-circumstances analysis.
U.S. Securities & Exchange Commission 2025-08-05
U.S. Securities and Exchange Commission Division of Corporation Finance says liquid staking activities and staking receipt tokens generally are not securities transactions
The U.S. SEC’s Division of Corporation Finance stated that "liquid staking" arrangements are not securities transactions under the Securities Act of 1933 or the Securities Exchange Act of 1934. Participants generally need not register these transactions or rely on an exemption. The statement is limited to arrangements with specific features and excludes activities beyond administrative functions or inconsistent receipt token transactions.