SEC Crypto FAQs Clarify Regulation of Staking Tokens

The Securities and Exchange Commission has just handed crypto issuers something they’ve been asking for since March: a clearer picture of where the line sits between a functional blockchain project and an unregistered securities offering. On Sept. 25, SEC staff released a new set of SEC crypto FAQs that walk through how the agency’s earlier interpretation of federal securities laws applies to staking receipt tokens, marketing language, token buybacks and the murky question of when “helping a network grow” turns into something regulators call essential managerial efforts.

Key takeaways

• SEC staff issued FAQs on Sept. 25 clarifying how the agency’s March interpretation of federal securities laws applies to crypto assets, including staking receipt tokens.
• An issuer’s own representations about functionality or decentralization — not just the SEC’s definitions — determine whether promised work has actually been completed.
• Post-launch maintenance, upgrades and development funding generally do not count as essential managerial efforts under the Howey test.
• Staking receipt tokens may qualify as a digital tool or a digital commodity depending on how they’re structured and whether they’re tied to a functional network.
• Token buybacks and marketing claims are judged case by case, and trading platforms are treated as promoters only if they meet the definition in Securities Act Rule 405.
• The CFTC separately updated its own crypto FAQs on Sept. 24, addressing tokenized customer funds and blockchain-based recordkeeping.