On August 5, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a staff statement clarifying how federal securities laws apply to certain liquid staking arrangements. This update builds on the SEC’s earlier communication from May and addresses key questions from market participants regarding staking receipt tokens and non-custodial staking providers.
For institutions engaging with Ethereum and other proof-of-stake networks, this statement provides useful context for how specific staking activities may be evaluated from a regulatory perspective. For a foundational overview of how staking works and why it matters, see our introduction to what staking is.
Understanding the SEC’s statement on liquid staking
The SEC’s latest statement expands upon its earlier May 29, 2025 guidance on Protocol Staking Activities by explicitly including liquid staking, where crypto assets are staked via a provider, with users receiving transferable “receipt tokens” or Staking Receipt Tokens (SRTs) .
Key clarifications:
- Receipt tokens are not securities. The SEC likens them to traditional "receipts" (like warehouse receipts) that simply acknowledge ownership of staked assets and any earned rewards. SEC Statement
- The SEC’s statement says that liquid staking providers are not offering securities. As long as they only perform basic functions like staking tokens, giving users a receipt token, and passing along rewards.These providers must not make decisions about how to invest, when to stake, or which validator to use. Because they’re not actively managing funds or trying to generate extra profits, users aren’t relying on them the way investors rely on fund managers.That’s why these setups don’t fall under the legal definition of a securities offering.
- No need for securities registration - if these conditions are met, neither depositors nor providers need to register as offering securities
Why this matters for institutional staking and FCS
1. Regulatory clarity enhances institutional confidence
The statement affirms that certain liquid staking models are not securities vehicles, a vital reassurance for institutional treasuries, ETF issuers, and staking-as-a-service providers evaluating staking strategies.
2. Operational discipline is non-negotiable
The guidance is narrow and fact-dependent. Service providers must strictly avoid discretionary behaviors. As Commissioner Caroline Crenshaw warned, even minor deviations from the defined model such as ‘discretionary staking or yield guarantees’ could place activities outside the statement’s safe zone. SEC Statement
FCS: Scalable Infrastructure Designed for Visibility, Control, and Performance
The SEC’s August 5 statement outlines a clear framework for how staking services can operate without triggering securities concerns: by acting as neutral operators, avoiding discretionary decision-making, and maintaining transparent, well-defined roles.
Finoa Consensus Services (FCS) already operates within this model.
- We run on bare-metal servers in Germany, providing institutions with full operational clarity and infrastructure control.
- Our infrastructure includes 24/7 monitoring of performance, validator uptime, and on-chain governance activity.
- We do not pool assets, do not advertise staking yields, and do not make investment decisions on behalf of clients.
This design reflects the exact characteristics the SEC highlights as being outside the scope of securities regulation. For institutional players, that alignment helps reduce legal ambiguity, supports internal compliance reviews, and ensures that staking participation is grounded in infrastructure.
Reliable staking starts with operational clarity
The SEC’s August 5, 2025 statement provides important clarity for institutions. Especially when staking models are built with discipline, transparency, and well-defined operational roles.
Finoa Consensus Services stands ready with infrastructure that meets these hallmarks. For institutions participating in staking, we offer a setup built not just for performance, but for operational clarity, security, and long-term reliability.
Explore our services at finoa-fcs.io
This content is for educational purposes only. Please conduct your own research.