The U.S. Securities and Exchange Commission has proposed a sweeping modernization of federal transfer-agent rules, explicitly permitting blockchain and distributed-ledger systems to serve as official securities ownership records for the first time. The proposal, released on September 1 and published in the Federal Register on September 4, opens a formal comment period that runs through November 3, 2026.
The SEC notes that most federal transfer-agent rules were adopted in the late 1970s and early 1980s, when paper certificates were standard. The agency says the core registration, recordkeeping, and safeguarding framework has not been substantively updated since that period. Chairman Paul Atkins said the changes are meant to reflect current operations, including “electronic communications and blockchain technology” in securities offerings and share transfers.
Under the proposal, a blockchain or other distributed ledger could be the master securityholder file or part of it. One registered transfer agent would remain responsible for maintaining the official file for each securities issue. The SEC is also asking whether a digital wallet address could satisfy shareholder contact requirements, although the proposed text currently still requires a physical mailing address.
The rewrite would update Forms TA-1 and TA-2, introduce two new rules, and rescind one existing rule. It also sets new requirements for processing times, risk management, compliance policies, restrictive legends, and inactive securityholders. The revised Form TA-2 would collect information on transfer agents’ use of distributed-ledger technology and tokenized securities activity.
The initiative arrived as tokenized equities moved closer to the U.S. mainstream. On September 17, the SEC separately granted five-year conditional relief allowing qualifying Tokenized Securities Venues to facilitate trading in tokenized NMS stocks. Those tokens must carry the same economic, voting, dividend, and liquidation rights as the underlying shares. Synthetic products that only track prices do not qualify. Issuers may also object to unaffiliated third-party tokenization.
Industry comments are already arriving. Firms including Vertalo, LedgerLab, Stobox Technologies, Equity Stock Transfer, and BlockAgent have submitted responses. Several supported the technology-neutral approach but asked the SEC to clarify how “exclusive control” works when records reside on a public blockchain.
Bitget Wallet COO Alvin Kan said legal ownership rights matter more to investors than 24-hour trading or settlement speed. He added that the temporary exemption gives institutions room to test tokenized stock products, but it is not permanent legal certainty. The SEC action follows the Senate’s September 15 procedural failure to advance the Digital Asset Market Clarity Act, leaving the agency to act within its existing securities authority.
