SEC: Tokenized Securities Are Still Securities

Tokenization refers to representing ownership of an asset, such as a share of stock or a bond, through a digital token that can be transferred on a blockchain or similar network. Proponents argue that tokenization could make markets faster, cheaper and more transparent. The SEC’s guidance does not reject those possibilities, but it stresses that technological change does not alter the legal nature of a security or the protections owed to investors.

At the heart of the statement is a principle the agency has emphasized before: securities laws are technology-neutral. Whether ownership records are kept in a traditional database or on a distributed ledger, the same registration, disclosure and investor protection requirements apply. As the SEC put it, “The format in which a security is issued or the methods by which holders are recorded (for example, on-chain versus off-chain) does not affect application of the federal securities laws.”

The guidance breaks tokenized securities into two broad categories. The first involves issuers themselves choosing to issue their own securities in tokenized form. In these cases, a company might issue shares that exist as digital tokens, with ownership tracked on a blockchain instead of, or alongside, traditional records. The SEC says this approach is generally equivalent to issuing securities in conventional form. The legal obligations do not change, even if the underlying recordkeeping system does.

Importantly, the SEC notes that companies may issue the same type of security in both traditional and tokenized formats at the same time. If the rights attached to each version are essentially the same, the agency may treat them as the same class of securities under federal law. That matters for compliance obligations tied to shareholder rights, disclosures and reporting.

The second category addressed in the statement involves third parties that tokenize securities issued by someone else. These arrangements are more complex and, in some cases, riskier for investors. In one model, a third party holds the underlying security in custody and issues a token that represents an entitlement to it. In another, the token does not represent ownership at all, but instead provides synthetic exposure to the price or performance of a security, similar to a derivative.

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The SEC cautions that these third-party structures can expose investors to risks they would not face if they owned the underlying security directly, such as the failure or bankruptcy of the intermediary. In those cases, the token may reflect obligations of the third party rather than rights against the original issuer.

According to Decrypt, the statement underscores how limited the guidance is in one important respect. While the SEC clearly states that tokenized versions of traditional securities remain securities, it avoids taking a position on whether crypto-native products, such as certain tokens or staking arrangements, qualify as securities in the first place. That question has been at the center of years of regulatory disputes and enforcement actions.

The timing of the statement is also notable, per Decrypt. The SEC has recently scaled back parts of its aggressive crypto enforcement agenda, closing or dropping several high-profile cases. Against that backdrop, the new guidance can be read less as a crackdown and more as a warning against assuming that blockchain technology creates a regulatory shortcut.

For companies exploring tokenization, the message is straightforward. Innovation may change how securities are issued, tracked or transferred, but it does not rewrite the law. Firms considering tokenized offerings will still need to navigate registration requirements, disclosure rules and market structure regulations. The SEC, for its part, has made clear that while it is open to engagement, compliance comes first.