SEC Clarifies Rules for Tokenized Securities
The U.S. SEC has released important guidance on the rules for tokenized securities. Issued on January 28, 2026, by the Divisions of Corporation Finance, Investment Management, and Trading and Markets, this joint statement addresses years of uncertainty. It allows blockchain-based versions of stocks, bonds, and ETFs to integrate smoothly into mainstream markets.
Breaking Down the Guidance
The SEC defines a "tokenized security" as a traditional security that has been repackaged as a crypto asset, with ownership tracked on a blockchain. The agency emphasizes that technology does not change the existing rules. Whether records are on a digital ledger or in a dusty filing cabinet, registration, disclosure, and investor protections still fully apply. Two main pathways emerge. Issuer-sponsored tokenization allows companies to create blockchain versions of their own assets. Third-party sponsorship divides into custodial models and synthetic ones that use derivatives to mirror value without direct ownership. This framework does not offer blanket approval; it serves as a roadmap that requires compliance at every step.
DTC's Pilot Paves the Way
The SEC staff’s no-action letter to the DTC on December 11, 2025, provides three years of relief for its DTCC Tokenization Services. DTC can now tokenize "Subject Securities," such as Russell 1000 stocks, major index ETFs (S&P 500, Nasdaq-100), and U.S. Treasuries. Participants can register blockchain wallets, ask DTC to convert entitlements into tokens, and trade these tokens on public or permissioned chains. Tokens will not count for collateral or settlement in DTC's risk systems, which reduces systemic risk. Quarterly reporting and transparency on blockchains, standards, and fees ensure openness. While this is narrow in scope, it represents a significant change for an organization handling trillions each day.
Market Momentum Meets Regulation
Tokenised real-world assets (RWAs) have surged to $36 billion in value, attracting major players such as BlackRock and JPMorgan. Nasdaq’s proposed rule changes for tokenized equity trading are perfectly aligned, requiring identical rights and CUSIPs to their fungible counterparts. Following Trump’s 2025 re-election, new SEC leadership has shifted focus from enforcement to innovation, reflecting Chairman Paul Atkins' push for fairness with his "Project Crypto."
What It Means for Investors and Innovators
Imagine trading blue-chip stocks on Ethereum or Solana, available 24/7, with atomic settlement reducing T+1 to mere seconds. Retail investors can gain fractional ownership of Treasuries, while institutions can access programmable bonds. The future may see improved liquidity for trillions in illiquid assets. Challenges remain, such as interoperability across chains, oracle reliability, and scaling issues. However, with DTC's launch planned for 2026, expect pilots to increase significantly.





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