The United States Securities and Exchange Commission has proposed a framework that would allow blockchain ledgers to serve as the official record of securities ownership for tokenized stocks, addressing a longstanding technical and legal complication in the digital securities market.
Tokenized stocks currently maintain two separate ownership records: one on the blockchain showing which wallet holds the token, and another maintained by a legally recognized transfer agent. This dual-record system creates reconciliation challenges and potential disputes, particularly in scenarios like bankruptcy proceedings where conflicting ownership records can cause significant complications.
Under the SEC's proposal, the blockchain could become the "master securityholder file," eliminating the need for duplicate ownership registers while reducing legal and operational risks. However, blockchain-based securities would continue to remain subject to existing securities laws.
Transfer agents would still maintain certain records necessary for regulatory compliance, including the control book, which tracks authorized and outstanding securities, and the transfer journal, which records issuance, cancellation, and transfer activity. The proposal aims to consolidate ownership documentation rather than eliminate all off-chain records entirely.
Industry participants have highlighted an important distinction in tokenized securities. As one observer noted, 1:1 backed assets are not necessarily the same as 1:1 ownership, emphasizing the need for clarity about whether tokenized assets grant investors actual legal ownership of underlying securities or merely exposure to assets held by an intermediary.
The SEC is simultaneously revisiting crypto custody rules and preparing proposed amendments to the Custody Rule, which are currently under White House OIRA review and are expected to be published by October 2026.
