Overview

• On August 5, the SEC’s Division of Corporation Finance issued staff guidance confirming that liquid staking activities and staking receipt tokens do not qualify as securities requiring registration.
• Staking receipt tokens serve as non-security ownership proofs by evidencing holders’ staked assets and accrued rewards while maintaining liquidity for other uses.
• In its legal analysis, the Division applied the Howey test and concluded that providers’ roles are administrative or ministerial rather than entrepreneurial or managerial.
• The guidance clarifies that secondary-market trading of covered staking receipt tokens does not necessitate SEC registration under the specified conditions.
• The staff statement explicitly excludes providers that assume entrepreneurial functions or operate through atypical structures, preserving case-by-case regulatory review.