SEC staff say some staking receipt tokens and token buybacks fall outside securities law

The Division of Corporation Finance at the United States Securities and Exchange Commission (SEC) published a set of frequently asked questions on September 25 covering how federal securities laws apply to several crypto structures. Staff said certain staking receipt tokens can function as receipts for an underlying digital commodity rather than as securities, and that the same analysis extends to wrapped assets only where the depositor genuinely keeps ownership and control of the deposited asset. The name on the token does not decide the question.

On buybacks, staff said announcing a repurchase of a non-security token on a working network does not by itself amount to a promise of the essential managerial efforts that the Howey test looks for, though a buyback marketed as a way to generate returns can be analyzed differently. Staff also said developers can keep securing, maintaining and improving a functional network, fund development and grow network effects without those activities recreating an investment contract. The SEC confirmed the publication, which was also flagged across crypto channels as new guidance on securities law.

The limits are written into the document. The FAQs bind nobody, create no new obligations, and represent staff views that the Commission itself has not voted on. They arrive while legislation that would settle the same questions has stalled. The Blockchain Association installed its original chief executive, Kristin Smith, again after the Clarity Act effort failed to advance, following Summer Mersinger's departure. The change reflects a long congressional standoff over crypto market-structure legislation.