The SEC’s Division of Corporation Finance issued crypto FAQs on September 25 explaining when some staking receipt tokens and activity involving functional networks may fall outside investment-contract treatment under federal securities law. The guidance creates no new legal duties, and the SEC itself has neither approved nor rejected the staff’s answers.
Staff said some staking receipt tokens may serve as receipts for an underlying digital commodity; in some cases, a token issued by a protocol-based liquid staking provider may itself be a digital commodity. On functional networks, maintenance and buybacks do not necessarily amount to essential managerial work, but a buyback could matter if an issuer presents it as generating returns. Promotions may be treated differently when they link planned issuer work to expected investor profits.
