The U.S. Securities and Exchange Commission (SEC) issued a joint statement on January 28, 2026, providing long-awaited guidance on the regulatory treatment of tokenized securities. The statement, involving the Division of Corporation Finance, Trading and Markets, and Investment Management, clarifies that the application of federal securities laws remains unchanged by the process of tokenization.
The core message is that "economic realities, not innovation exemptions, guide the evolving regulatory landscape for tokenized securities." This means that regardless of whether a security is issued on a blockchain or in a traditional format, it is subject to the same registration, disclosure, and reporting obligations under existing law. The SEC explicitly stated that "tokenization does not alter the application of the federal securities laws."
The guidance categorizes tokenized securities into issuer-sponsored and third-party sponsored types and confirms that synthetic tokenized structures may be classified as security-based swaps, subjecting them to specific trading restrictions. The announcement places new compliance burdens on issuers, custodians, and trading platforms, who must now ensure their tokenized offerings adhere to the full suite of securities regulations.
The statement builds on historical precedents and signals regulatory stability rather than change. It reflects the SEC's consistent stance under Chairman Paul Atkins, who has pledged to prioritize this area, with potential formal rulemaking anticipated in the future.
