1. Short Description
The SEC has issued new guidance clarifying the regulatory framework for tokenized securities, categorizing them into issuer or third-party models while affirming existing securities laws still apply.
2. Read Time
2 minutes, 15 seconds
3. Main Article
The U.S. Securities and Exchange Commission (SEC) has taken a significant step toward clarifying the regulatory landscape for digital assets. In a recent statement, the SEC’s Division of Corporation Finance provided new guidance on tokenized securities, categorizing them to offer clearer rules for companies exploring blockchain-based financial instruments. The regulator explicitly stated that securities laws apply irrespective of whether an asset is tokenized, emphasizing that “the format in which a security is issued… does not affect application of the federal securities laws.” This foundational SEC guidance on tokenized securities affirms that blockchain is viewed primarily as a modern record-keeping technology, not a loophole to avoid regulatory compliance.
The SEC’s framework divides tokenized securities into two primary categories. The first is issuer-sponsored, where a company tokenizes its own securities, either by integrating blockchain directly into its ownership records or by issuing a crypto asset that triggers updates on a separate ledger. The second category involves third-party-sponsored tokenization, which can operate under a custodial model (where a token represents an indirect interest in held assets) or a synthetic model (creating new securities like swaps that provide exposure without direct ownership). This clarification around tokenized securities categories is crucial for traditional finance entities and crypto-native firms alike, setting the stage for more institutional adoption of blockchain for capital markets.
Importantly, the SEC’s statement carries implicit warnings, particularly for the third-party model. It cautions that holders may face risks related to the sponsoring entity, such as bankruptcy. This aligns with the SEC’s previously noted preference for broker-dealer custody over unregulated crypto-native self-custody for these assets. By releasing this tokenized securities SEC guidance, the regulator is providing a pathway for compliant innovation while reinforcing its authority. The move has been welcomed by industry participants, like Securitize, who see it as a necessary “clear framework” to responsibly scale the real-world asset (RWA) tokenization market, which has seen explosive growth recently.
4. Short Summary
The SEC’s new guidance clarifies that tokenized securities fall into issuer or third-party categories and must comply with existing securities laws, treating blockchain as a record-keeping tool. This provides a clearer regulatory framework for the growing tokenized real-world asset (RWA) sector while reinforcing investor protections and the SEC’s oversight role.
