- The SEC proposed the first major update to transfer agent rules since the 1980s, directly addressing blockchain recordkeeping and tokenized securities.
- New Form TA-2 reporting would require agents to disclose distributed ledger usage and categorize tokenized issues by sponsorship model.
- Commissioners Peirce and Uyeda highlighted the decade-long development and invited public comment on tokenization implications.
The Securities and Exchange Commission on Tuesday proposed the first substantive rewrite of its transfer agent rules since the early 1980s, publishing a 421-page release that repeatedly addresses blockchain recordkeeping and tokenized securities. Transfer agents maintain the official record of who owns an issuer’s securities, handling issuance, cancellation and transfer.
Market participants are actively seeking to bring blockchain-native transfer agents into the U.S. market, with firms building models for blockchain-based recordkeeping. Proposed additions to Form TA-2 would require agents to report how many issues have their master securityholder file on a distributed ledger.
The Commission tied tokenized issues to differing investor risks in a January 2026 staff statement, splitting them into issuer-sponsored and third-party-sponsored categories. The release asks how to treat records held solely on a ledger the agent does not exclusively control.
Commissioner Hester Peirce said the proposal was more than a decade in the making and invited comment on its implications for tokenization. The SEC last examined the rules in a 2015 concept release.
Commissioner Mark T. Uyeda said no rulemaking followed for over a decade, and that the Commission instead pursued a “regulation-by-enforcement approach, which was a piecemeal strategy that provided neither clarity nor predictability.” SEC Chairman Paul S. Atkins said the rules would reflect agents’ use of “electronic communications and blockchain technology.”
The proposal would also rescind an exemption rule, set a single retention period for most records, and reframe the safeguarding rule as a risk-management requirement. The Commission separately announced a September 17 roundtable on 24-hour trading with panelists from Robinhood, Nasdaq, DTCC and overnight venues.
Comment on the transfer agent proposal closes 60 days after publication in the Federal Register.
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