On August 5, 2025, the U.S. Securities and Exchange Commission (SEC) issued a statement confirming that certain liquid staking activities do not constitute securities offerings if they meet specified conditions.
SEC's Clarifications on Liquid Staking
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 the Securities Act, provided certain structural conditions are met. The Division emphasized that activities performed by staking providers, such as minting, issuing, and redeeming tokens, are administrative in nature and do not involve the entrepreneurial efforts required under the Howey Test.
Importance of the New Guidance
This statement is part of the SEC’s broader Project Crypto initiative aimed at bringing greater clarity and flexibility to digital asset regulation. Liquid staking providers like Lido, Jito, and Marinade can operate without the fear of being classified as securities platforms, which also eases compliance burdens for ETF issuers looking to include staking receipt tokens in their products.
Industry and Legal Implications
Providers offering liquid staking services may proceed without registering transactions as securities, unless the crypto assets involved are part of an investment contract. Firms must ensure that their staking models and token structures adhere to the criteria outlined by the SEC to maintain non-security status. However, this guidance is limited to specified types of liquid staking activity and does not carry formal rule status; enforcement discretion remains possible.
Thus, the SEC's clarifications provide vital information for cryptocurrency market participants, establishing clear guidelines for liquid staking and reducing legal risks in this area.
