The Securities and Exchange Commission has proposed a major modernization of the rules governing transfer agents, including explicit recognition of blockchain-based records.
Under the SEC’s September 1 proposal, an electronic database—including a blockchain ledger—could function as an issuer’s official master securityholder file.
That could resolve one of tokenization’s largest legal and operational problems. Many tokenized securities currently require an onchain ledger showing token ownership and a separate offchain register establishing the legally recognized shareholder.
Maintaining two records introduces cost, delay and the possibility that the blockchain and official register disagree. Under the proposal, the blockchain itself could become the authoritative ownership database, according to CoinDesk’s analysis.
The proposal would not make securities permissionless. Transfer agents would still be responsible for identity requirements, transfer restrictions, legal notices, inheritance, corrections and other obligations associated with maintaining official ownership records.
The SEC has opened a 60-day public-comment period. The final rules could materially influence tokenization projects being developed by regulated exchanges, brokerages and crypto-native infrastructure firms.
TOKEN RECON ASSESSMENT
This proposal targets the difference between a token that tracks a security and a blockchain record that legally establishes ownership.
Recognition of the blockchain as the master record would remove a major source of reconciliation risk, but it would also force tokenization providers to operate the complete transfer-agent function.
Watch the final rule, technical standards for correcting ledger errors and how public blockchains implement identity and transfer controls.
