SEC Warns Tokenization Is Not A Workaround For Securities Compliance

Tokenization changes the format, not the legal identity, of a stock or bond.

That is the core message from US securities regulators, who say tokenized versions of traditional financial instruments still fall under federal securities laws, regardless of the technology used.

In a staff statement published Wednesday, the SEC’s Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets said they are trying to give market participants clearer guardrails as tokenization moves from pilots to real products.

The statement defines tokenized securities as instruments already covered by the legal definition of a security, presented as a crypto asset, with ownership recorded wholly or partly through crypto networks.

SEC Maps Risks Across Tokenization Structures

The staff split the landscape into two broad categories, issuer-sponsored tokenization and third-party tokenization. In the issuer-led model, the company or its agent ties on-chain transfers to its official shareholder records, effectively swapping a conventional database for an onchain recordkeeping system while keeping the same legal obligations around offering, selling, and reporting.

It also described structures where the token does not itself carry the underlying rights and instead works as a mechanism that triggers an offchain update to official ownership records. In that setup, the blockchain layer may help coordinate transfers, yet the security and its legal treatment remain anchored in the issuer’s offchain books.

The more complicated branch is third-party tokenization, where a firm unaffiliated with the issuer creates a crypto asset tied to someone else’s security. The SEC staff said these models vary widely, and they can introduce additional risks, including exposure to the third party’s financial health, such as bankruptcy, that direct holders of the underlying security may not face in the same way.

Regulators Flag Risks in Swap-Like Token Structures

The statement said regulators have observed two common third-party approaches. One is custodial tokenization, where the underlying security sits in custody and the token represents an entitlement or indirect interest.

The other is synthetic tokenization, where the token represents the third party’s own instrument that tracks an underlying security, such as a linked security or a security-based swap, with its own set of securities law implications.

On security-based swaps, the staff noted that offerings to people who are not eligible contract participants can trigger additional requirements, including registration and exchange-trading conditions. The point, again, is that wrapping an exposure in a token does not remove it from long-standing market rules.

The guidance lands as big names test how tokenized securities might work inside regulated rails. Last week, F/m Investments filed with the SEC seeking approval to record ownership of tokenized shares of its Treasury bill ETF on a permissioned blockchain, as asset managers and exchanges press for faster settlement and round-the-clock functionality without stepping outside existing investor protections.

The SEC staff framed its statement as a compliance road map rather than a green light, and it encouraged firms to engage with the agency as they prepare registrations, proposals, or requests for action.

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