The United States Securities and Exchange Commission (SEC) has released new guidance stating that tokenized assets are securities first and crypto assets second. The agency makes clear that putting a security on a blockchain does not change its legal status or the rules that apply.
In a joint statement, three SEC divisions said federal securities laws still apply to stocks, bonds, and other instruments, even when they are tokenized. The guidance stresses that the method of recording ownership, whether on a traditional database or a crypto network, does not affect registration and disclosure duties.
What the SEC Means by Tokenized Securities
The SEC defines a tokenized security as a traditional security whose ownership record is partially or fully recorded on a blockchain. The guidance states that the token is simply a new format for tracking ownership of the underlying asset, not a new product type.
Additionally, officials outlined two primary tokenization possibilities. Third-party models rely on external companies that convert existing securities into digital tokens; issuer-sponsored models rely on the issuer minting or sponsoring the tokenized form.
Unless there is a specific exemption, the SEC reminds businesses that tokenized securities must be registered under the same regulations as traditional offerings. Depending on their operations, companies that list or trade tokenized stocks or bonds may be required to register as broker-dealers or to use alternative trading systems.
For third‑party tokenization, the guidance classifies structures as custodial or synthetic. Custodial tokens represent claims on real securities held in custody, while synthetic tokens track the value of a security through contracts and may be subject to stricter oversight.
Why the Guidance Matters for Crypto and Finance
The SEC’s move comes as the market value of tokenized real‑world assets climbs into the tens of billions of dollars. Large financial institutions are testing tokenization to accelerate settlement, improve transparency, and reduce back‑office costs while remaining compliant with existing securities rules.
Legal experts say the new guidance confirms a simple message from regulators: “Tokenization changes nothing legally.” However, they also note that markets and technology may require future rulemaking, as this framework was not designed for fully on‑chain trading venues.
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