Overview
- SEC divisions issued a January 28 staff statement reaffirming that tokenized securities remain subject to existing federal securities laws, including registration or a valid exemption.
- Issuer‑sponsored models can use a blockchain as the official ownership record or mirror off‑chain books, with the same reporting, governance, and fund obligations applying to tokenized formats.
- The statement outlines third‑party custodial models and focuses regulatory scrutiny on custody, segregation of client assets, and reconciliation between entitlement systems and any related tokens.
- Synthetic tokens referencing a single security or narrow‑based index without conveying ownership may be treated as security‑based swaps, triggering Securities Act registration for non‑eligible participants and exchange trading requirements.
- Industry reaction split with tokenization firm Securitize praising the clarity, while representatives from Citadel, JPMorgan, and SIFMA urged the SEC to resist broad DeFi exemptions; market data cited in coverage points to nearly 300,000 users and on‑chain stock trading approaching $1 billion.