Overview

• On August 5, the SEC’s Division of Corporation Finance issued staff guidance stating that liquid staking activities and their receipt tokens fall outside federal securities laws when providers act solely as administrative agents.
• The statement applies the Howey test to draw a clear line between ministerial agent services and entrepreneurial or managerial efforts that would trigger securities classification.
• Staking receipt tokens generated in compliant liquid staking arrangements are treated as ownership receipts rather than investment contracts and do not require SEC registration.
• As a staff-level view, the guidance is non-binding and may be altered by future rulemaking, enforcement actions or binding Commission orders.
• Industry players and ETF advocates hailed the guidance as the final regulatory hurdle for staking-enabled spot crypto ETFs, while Commissioner Caroline Crenshaw dissented over its factual assumptions and limited legal weight.