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SEC rewrites 50-year rules: stock ledgers go onchain

Regulated transfer agents keep the gatekeeper role, but the underlying ledger can now run on a public chain, formalizing the path $4B-AUM firms like Securitize have already been pushing.

The SEC unveiled the first major overhaul of US transfer-agent rules since the late 1970s, proposing on Sept. 1 that public blockchains or other distributed-ledger technology be allowed to serve as the official shareholder record for US-listed securities. One recordkeeping transfer agent would still hold exclusive control over the master securityholder file and remain liable for its accuracy, security, and regulator access. SEC Chairman Paul Atkins said the proposal reflects "the growing use of electronic communications and blockchain technology" in capital-markets plumbing.

Why it matters

The rewrite formalizes a direction SEC staff had already signaled: that registered transfer agents could use distributed-ledger technology as the master record without maintaining an offchain duplicate, provided they meet existing regulatory requirements. Transaction data, including wallet addresses, balances, and ownership percentages, would live onchain, while sensitive personal information stays in separate systems. Securitize, a registered transfer agent already running digital-securities infrastructure with over $4 billion in assets under management, called the move one "toward a model it has advocated to the SEC."

The proposal also forces reporting in where the rules have been paper-out. Proposed changes to Form TA-2 would require transfer agents to disclose distributed-ledger and tokenization arrangements, plus the platforms and tokenization agents involved, giving the SEC visibility it has not had into the onchain back office.

Market impact

The proposal stops short of making corporate ownership fully wallet-native. The drafted framework still requires the master record to carry a holder's full name and physical mailing address, with a wallet address sitting alongside, not replacing, traditional identity. Commissioner Hester Peirce has separately floated allowing email or wallet addresses in place of names for some onchain-trading contexts, and the SEC is asking for public comment on whether to relax the requirements further.

That balance is what tokenization advocates have been angling for.

Frequently asked questions

  1. What did the SEC actually propose on Sept. 1?

    The SEC proposed the first major overhaul of US transfer-agent rules since the late 1970s, allowing registered transfer agents to use blockchain or other distributed-ledger technology as the official master securityholder file, in full or in part.

  2. Does this make a public blockchain the legal shareholder record?

    Partially. The technology behind the master file can be a distributed ledger, but one regulated recordkeeping transfer agent still retains exclusive control and remains liable for the record's accuracy, security, and regulator access.

  3. Will tokenized shares identify shareholders by wallet address?

    Not yet. The proposal keeps the requirement that the master record carry a holder's full name and physical mailing address, with the wallet address sitting alongside, not replacing, traditional identity. The SEC is asking for comment on whether to relax that further.

  4. Who is already running this kind of blockchain-based infrastructure?

    Securitize, a registered US transfer agent that uses blockchain for digital-securities recordkeeping, said the proposal moves regulation toward a model it has advocated. The firm manages over $4 billion in tokenized real-world assets.

  5. What reporting changes come with the proposal?

    Proposed changes to Form TA-2 would require transfer agents to disclose distributed-ledger and tokenization arrangements, including the platforms and tokenization agents involved, giving the SEC direct visibility into onchain back-office infrastructure.

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