The US Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new staff guidance stating that liquid staking does not automatically constitute a securities offering.
The statement defines liquid staking as depositing “covered crypto assets” with a protocol or service provider and receiving newly minted SRTs one-for-one with the deposited assets.
SRTs function as receipts that evidence the holder’s ownership of the staked assets and any rewards, while preserving liquidity for use as collateral or in other applications without unstaking.
Rewards and slashing adjust SRT economics either by changing the SRT-to-asset ratio or by issuing/burning SRTs, with redemption subject to protocol unbonding rules.
The model is how most liquid staking providers in DeFi currently work.
On the legal analysis, the Division applies Howey and finds the provider’s role administrative or ministerial, not the kind of entrepreneurial or managerial efforts that create an investment contract.
Providers facilitate staking but do not decide whether, when, or how much a depositor stakes, nor do they set or guarantee rewards.
As a result, the covered liquid staking activities do not involve securities transactions, and SRTs themselves are not securities, being so much as receipts for non-security assets.
Secondary-market offers of SRTs likewise do not require registration under the described conditions.
Consequently, although most of the SRT currently offered in the market are not considered securities, the agency’s statement is not a blanket approval for liquid staking in the US.
The earlier guidance also noted that features such as early withdrawals, bundled rewards, slashing protection, or asset aggregation do not convert staking into a securities offering by themselves.
Together, the two statements sketch more precise boundaries for staking under federal securities laws while leaving room for fact-specific assessment.
