Catenaa, Wednesday, January 28, 2026- The US Securities and Exchange Commission issued new guidance clarifying that tokenized securities remain subject to federal securities laws, reinforcing the agency’s oversight of the fast-growing onchain asset category.
The guidance, released by the SEC’s Divisions of Corporation Finance, Investment Management, and Trading and Markets, states that changing the format of a security to a blockchain-based token does not alter its legal status.
Registration, disclosure, custody, and compliance obligations continue to apply, regardless of whether ownership records are maintained onchain.
The SEC defines a tokenized security as a traditional financial instrument represented by a crypto asset, where ownership is tracked fully or partly on crypto networks.
The agency outlined two primary categories: issuer-sponsored tokenized securities and third-party sponsored securities.
In issuer-sponsored models, companies integrate blockchain technology directly into shareholder records, allowing onchain transfers to reflect actual ownership changes.
The SEC said this structure differs from traditional issuance only in recordkeeping format.
Under third-party models, a separate entity holds the underlying security in custody and issues a token that represents an entitlement to that asset.
The SEC likened this arrangement to existing custodial structures, stating that established securities laws apply without modification.
The guidance also addresses synthetic or linked securities, where tokens provide economic exposure to an underlying asset without granting shareholder rights.
These products may fall under rules governing structured products or security-based swaps.
The clarification comes as US lawmakers debate crypto market structure legislation and global exchanges prepare to launch tokenized equity trading platforms.
