On August 5, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a staff statement clarifying that certain crypto liquid staking activities—including the issuance and trading of staking receipt tokens—do not constitute securities offerings, provided they meet specified structural conditions.
Core Assertions from the SEC
No securities status: The SEC specified that liquid staking—where users lock crypto via protocols and receive “staking receipt tokens” —does not meet the legal definitions of securities under Section 2(a)(1) of the Securities Act or Section 3(a)(10) of the Exchange Act, so long as the underlying assets are not tied to an investment contract.
Administrative, not managerial: The Division emphasized that activities performed by staking providers—such as minting, issuing, and redeeming tokens—are considered administrative in nature and do not involve entrepreneurial efforts required under the Howey Test.
Receipt tokens are utility, not securities: Tokens issued through liquid staking act as receipts for the deposited crypto and accrued rewards, not as shares in a managed investment vehicle.
Why This Guidance Matters
Project Crypto’s momentum The move is part of the SEC’s broader Project Crypto initiative aimed at bringing greater clarity and flexibility to digital asset regulation.
Benefits to staking protocols and ETF issuers Liquid staking providers like Lido, Jito, and Marinade can operate without fear of being classified as securities platforms, and ETF issuers seeking to include LSTs in products face fewer compliance burdens.
Regulatory alignment Analysts view this statement as aligning with previous SEC clarifications on protocol staking activities and offering consistency in treatment across staking models.
What’s Next: Industry and Legal Implications
Reduced registration risk: Providers offering liquid staking services may proceed without registering transactions as securities—unless the crypto assets involved are part of an investment contract.
Focus on compliance details: Firms must ensure their staking models and token structures adhere to the exact criteria outlined in the SEC’s statement to maintain non‑security status.
Still narrow and non‑binding: This guidance is limited to specified types of liquid staking activity and does not carry formal rule status; enforcement discretion remains possible.