SEC framework for tokenised securities and crypto assets (federal securities laws, staff statements and exemptive relief)

Key points

• Tokenised securities remain securities: the format of issuance and whether holders are recorded on- or off-chain do not change how the securities laws apply, so offers still need registration or an exemption.^[1]
• SEC staff distinguish issuer-sponsored tokenised securities from third-party ones, which may be custodial (a security entitlement to the underlying) or synthetic (the third party's own linked security or security-based swap).^[1]
• Qualifying venues may trade tokenised NMS stock through permissioned automated-market-maker pools on public blockchains without registering as an exchange, subject to symbol and volume limits, equal-rights verification and issuer notice.^[2]
• Proposed transfer agent rules would ask registered transfer agents to report, on Form TA-2, how many issues they keep on a distributed ledger as the master securityholder file; the release anticipates transfer agents using a ledger as part of that file.^[3]
• Proposed custody rules would set how registered funds and investment advisers may hold crypto assets, including self-custody and custody by state trust companies, and add Form ADV and N-CEN questions on tokenised private funds and tokenised fund shares.^[4]

What it covers i

EquityFund interestDebt securityStructured noteBeneficial interestListed equitiesPrimary issuanceSecondary trading

Timeline

1. 23 Jan 2025 · Amended
   SAB 122 rescinds SAB 121's on-balance-sheet treatment of crypto safeguarding obligations.^[5]
2. 28 Jan 2026 · In force
   Three SEC divisions publish a staff statement on tokenised securities.^[1]
3. 21 Aug 2026 · Proposed
   Proposed Regulation Crypto Assets published in the Federal Register.^[6]
4. 4 Sep 2026 · Proposed
   Proposed modernisation of the transfer agent rules published, including reporting on ledger-based securityholder records.^[3]
5. 17 Sep 2026 · Amended
   SEC issues the Innovation Exemption for trading tokenised NMS stock.^[2]
6. 6 Oct 2026 · Proposed
   Proposed adviser and fund custody rules for crypto assets published.^[4]
7. 20 Oct 2026 · Consultation · upcoming
   Comments close on the proposed Regulation Crypto Assets.^[7]
8. 3 Nov 2026 · Consultation · upcoming
   Comments close on the proposed transfer agent rules.^[3]
9. 7 Dec 2026 · Consultation · upcoming
   Comments close on the proposed crypto custody rules.^[4]

Instruments

• SEC proposed Adviser and Regulated Fund Custody Rules; Crypto Custody Rules (Release Nos. IA-7023, IC-36353, File No. S7-2026-35)Proposed rule · Consultation open
• SEC order granting temporary conditional exemptive relief for trading of tokenised NMS stock on Tokenized Securities Venues (Release No. 34-106402, the Innovation Exemption)Exemptive order · In force · 17 Sep 2026
• SEC proposed Regulation Crypto Assets (Release No. 33-11434, File No. S7-2026-27)Proposed rule · Consultation closed
• SEC Staff Accounting Bulletin No. 122 (rescission of SAB 121)Guidance · In force · 30 Jan 2025
• SEC staff Statement on Tokenized Securities (Divisions of Corporation Finance, Investment Management, and Trading and Markets)Guidance · In force · 28 Jan 2026
• SEC proposed Transfer Agent Rules (Release No. 34-106246, File No. S7-2026-30)Proposed rule · Consultation closed

Permissions granted under it

• NYSE rule change enabling trading of tokenised securities (SR-NYSE-2026-17)New York Stock Exchange
• SEC no-action relief for the DTC Tokenization ServiceDTCC
• SEC order approving Nasdaq trading of securities in tokenised form (SR-NASDAQ-2025-072)Nasdaq

Deployments operating under it

None recorded with a source yet.

Likely relevant to i

Sources i