Why Hyperliquid Is Not a Permissionless DeFi Scheme – And Why It Urgently Needs Regulation

Charlene Lensburg
Tue, 23 Dec 2025 09:39:03 +0000
Compliance, Defi Series, MiCA, Hyperliquid

Hyperliquid markets itself as a non‑custodial, permissionless DEX for perpetual futures, thereby positioning its high‑risk leverage products outside traditional licensing regimes. In substance, however, Hyperliquid operates a foundation‑controlled Layer‑1 with closed‑source infrastructure, a concentrated validator set, and discretionary market intervention powers that closely resemble a CEX without formal custody.

Hyperliquid markets itself as a non‑custodial, permissionless DEX for perpetual futures, thereby positioning its high‑risk leverage products outside traditional licensing regimes. In substance, however, Hyperliquid operates a foundation‑controlled Layer‑1 with closed‑source infrastructure, a concentrated validator set, and discretionary market intervention powers that closely resemble a centralized exchange (CEX) without formal custody. From a European regulatory perspective, such a structure is more appropriately assessed under MiCA and, where relevant, MiFID II, rather than treated as exempt “DeFi.”​

Structural Analysis: CEX in DeFi Clothing

Hyperliquid publicly describes itself as a decentralized, non‑custodial derivatives exchange running on its own high‑performance blockchain. Users deposit collateral into protocol smart contracts and maintain legal ownership of assets, which is then used as margin for leveraged perpetual futures.​

Read our Hyperliquid reports here.

However, key structural elements are neither open nor credibly decentralized:

Closed‑source node code and HyperBFT: The consensus client, including the HyperBFT implementation and critical logic (oracle, matching, liquidations), is closed source and distributed as a single binary, making independent technical audit impossible and creating a “black‑box” trading venue.​

Validator concentration and foundation control: Public validator letters and analysis report that approximately 80% of staked HYPE, and thus effective consensus power, is controlled by foundation‑linked nodes. The foundation also designs the delegation program and sets qualification criteria, enabling it to gate access to the validator set.​

Discretionary market intervention: In past stress events, Hyperliquid validators/foundation have intervened by delisting markets, fixing settlement prices and altering liquidation outcomes via validator votes, demonstrating centralized decision‑making that goes beyond “code‑is‑law” execution.​

Functionally, this is equivalent to a CEX with:

Internal matching and risk engines,

Centralized control over listing, liquidations and oracle behavior,

But implemented via foundation‑controlled infrastructure rather than a traditional corporate IT stack.​

Download our Hyperliquid Compliance Report 2025 here.

Hyperliquid in Numbers

From a financial‑stability perspective, Hyperliquid is no niche experiment but a systemic player in on‑chain leverage. As of mid‑2025, public analytics place its total value locked (TVL) in the range of 3.5–4.3 billion USD, with the core HLP and related pools alone accounting for several hundred million in user collateral.

Daily notional derivatives volumes oscillate between roughly 4 and 20 billion USD, with open interest figures reported in the high single‑ to low double‑digit billions, ranking Hyperliquid among the top three crypto derivatives venues globally and the clear market leader among so‑called perpetual DEXs.

Cumulative perp volume has crossed the trillion‑dollar mark in recent months, illustrating that this foundation‑controlled venue is already a trading giant in the cyber‑finance segment, operating effectively under regulators’ radar while offering high‑risk leverage products to EU and global clients.​

The “Unknown Foundation”: Governance Without Transparency

A striking feature of Hyperliquid’s setup is the opacity surrounding the Hyper Foundation (website), the entity presented as steward of the protocol and ecosystem. Public materials describe it as a Cayman‑based foundation company that “supports development of the Hyperliquid protocol and ecosystem,” but offer no detailed corporate registry data (e.g., LEI, registration number, directors, or audited financials). Ecosystem profiles and the foundation’s own website likewise omit beneficial ownership disclosure, group structure, and governance arrangements, leaving regulators and compliance officers without the basic counterparty information normally expected for an operator of a multi‑billion‑dollar trading venue.​

Despite this lack of transparency, the Hyper Foundation explicitly positions itself at the center of network control. Official documentation (whitepaper here) shows the foundation designs and runs the validator delegation program, sets eligibility criteria (including jurisdictional and KYC/KYB filters), and reserves the right to change these criteria at any time, making it the effective gatekeeper for consensus participation. It is also the focal point for institutional partnerships and incentive schemes: reports on Circle’s strategic HYPE investment and prospective validator role describe Circle as becoming a “direct stakeholder in the Hyperliquid ecosystem” through engagement with the foundation, underlining its central coordinating function.​

This combination—opaque Cayman foundation, closed‑source infrastructure, and foundation‑curated validator set—means that public claims such as “no single entity owns or operates the Hyperliquid network” are, at best, incomplete. From a compliance and supervisory standpoint, the Hyper Foundation is the de facto operator and governance nexus of a global, highly leveraged trading platform, yet it does not currently meet even minimal transparency standards expected of a regulated market operator in the EU or comparable jurisdictions.

Regulatory Hypothesis: MiCA / MiFID II Applicability

MiCA expressly targets crypto‑asset service providers (CASPs) that operate trading platforms, with only fully decentralized models potentially falling outside scope. Hyperliquid’s governance and validator structure clearly fails this “fully decentralized” threshold: a known foundation coordinates development, controls most consensus stake, and administratively shapes validator composition and protocol parameters.​

Accordingly:

For non‑financial‑instrument crypto derivatives, Hyperliquid should be assessed as a MiCA‑regulated CASP operating a trading platform and providing execution of orders for third parties, irrespective of its non‑custodial design.​

Where underlyings or structured products qualify as financial instruments, operators and controlling entities fall within the MiFID II perimeter (e.g., operation of a multilateral system and investment services in derivatives), with associated organizational, conduct and prudential requirements.​

The decisive regulatory test is control, not marketing labels: Hyperliquid’s effective centralization means it should be treated as a CEX‑like venue without custody, not as an exempt DeFi protocol.​

Call for Information

FinTelegram invites insiders, former team members, validators, technical contractors and counterparties with knowledge of Hyperliquid’s validator arrangements, governance structures, and intervention practices to provide information in confidence via our whistleblower platform Whistle42.