Tokenized securities

A tokenized security is a security, such as a share or a bond, that is "formatted as or represented by a crypto asset," with the record of who owns it kept in whole or in part on one or more blockchains. A company can tokenize its own securities, or a third party can tokenize someone else's, by holding the real securities and issuing tokens that represent them, or by issuing its own tokens that track their value.

What is settled (as of October 17, 2026):

• January 28, 2026: SEC staff in three divisions said the format of a security, on a blockchain or off, does not change how the securities laws apply. Every offer and sale must be registered or fit an exemption, and stock is stock in any format. This is a staff view, not a Commission rule.
• March 17, 2026: the SEC, joined by the CFTC, issued an interpretation sorting crypto assets into digital commodities, digital collectibles, digital tools, stablecoins and digital securities. Digital (tokenized) securities are securities.
• September 17, 2026: the SEC granted a temporary, conditional "innovation exemption" for Tokenized Securities Venues to trade tokenized versions of listed stocks (NMS stock), with limits on the number of stocks and volume, and only if the tokens give holders the same rights as the ordinary shares. It is set to expire five years after publication. It is about trading listed stocks, not about raising money for a private company.

What is not settled:

• Regulation Crypto Assets: proposed by the SEC on August 18, 2026, with two new exemptions for certain investment contracts involving crypto assets: up to $5 million once in four years, and up to $75 million in each 12 months, with state registration rules preempted. It is a proposal, open for comment for 60 days after publication in the Federal Register, and may change.
• Market structure law: on September 15, 2026, the Senate rejected, 49 to 50, a motion to end debate on proceeding to H.R. 3633, a bill to regulate the offer and sale of digital commodities through the SEC and the CFTC. There is no federal market structure statute yet.

What this means for a business raising money: issuing tokenized shares is still a securities offering, under the same choices as any other: Regulation D, Regulation Crowdfunding, Regulation A or full registration, with the same investor limits and disclosure. A blockchain record can make transfers and record-keeping easier, but it does not make the securities freely tradable or the rules lighter. Holders of third-party tokens may have different rights from holders of the underlying security, and can be exposed to the third party's own risks, such as bankruptcy.