SEC Says Certain Liquid Staking Models Not Securities

The U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance said Tuesday that certain “liquid staking” activities in the crypto sector do not constitute securities transactions under federal law.

SEC: Liquid Staking Safe From Registration if Kept Simple

In a new statement, the SEC’s corporate finance unit clarified its stance on a specific form of protocol staking where depositors place crypto assets with a third-party liquid staking provider and receive “staking receipt tokens” in return.

The U.S. securities regulator says these tokens represent the underlying assets and any accrued rewards, enabling holders to maintain liquidity while the assets remain staked.

According to the SEC, these arrangements—when limited to administrative and ministerial functions—do not involve the “entrepreneurial or managerial efforts” required to meet the definition of an investment contract under the Howey test.

The agency further said that both the liquid staking process and the issuance of staking receipt tokens, as described, fall outside the scope of securities registration requirements unless the underlying assets are themselves investment contracts.

The guidance applies to protocol-based and third-party provider models, provided their activities remain consistent with the outlined parameters. However, the SEC cautioned that liquid staking services extending beyond the described scope or involving additional managerial functions could still trigger securities laws.