The SEC Is Rewriting 50-year-old Wall Street Rules to Let Public Blockchains Decide Who Legally Owns a Stock

The U.S. Securities and Exchange Commission has proposed its first major transfer-agent overhaul in roughly five decades, explicitly approving blockchain and other distributed-ledger technology as a qualifying record for who owns a company’s stock. The rule would pull tokenized securities deeper into the official machinery of shareholder ownership, while keeping one regulated transfer agent in exclusive control of the master shareholder file. Blockchain Moves into Official Shareholder Records Under the proposal, unveiled Sept. 1, the SEC wants to modernize transfer-agent regulations originally adopted in the late 1970s and early 1980s. The core change: a public blockchain, or a portion of it, could now serve as a company’s official master securityholder file rather than remaining a parallel or purely digital representation of that ledger. The draft explicitly addresses the growing use of blockchain in securities offerings and share transfers. In a shift from paper-era rules, the SEC also wants electronic recordkeeping standards to govern how transfer agents store data and report activity involving tokenization and distributed ledgers. Key elements of the proposed framework include: Public blockchain records can function as the official shareholder file, or as part of that file. A single recordkeeping transfer agent must still maintain exclusive control of the final ownership record. The responsible transfer agent remains accountable for the file’s accuracy, security, and production to regulators. Shareholder names and physical addresses remain part of the required recordkeeping system. Existing regulated intermediaries stay in the ownership chain, even when the underlying record runs onchain. Transfer Agents Keep Control in the Proposed Framework The proposal does not simply hand legal ownership determinations to a public network. Instead, it treats distributed-ledger technology as the bookkeeping backbone while leaving regulated transfer agents in charge of the definitive record. In practical terms, tokenized securities could become part of the same recordkeeping system used to settle and confirm legal ownership, rather than existing in a separate digital layer. That changes how blockchain-based equities interact with the broader securities settlement process. SEC Chairman Paul Atkins said the proposal reflects the increasing use of electronic communications and blockchain in securities offerings and share transfers. The rewrite also updates reporting expectations around distributed-ledger activity, signaling that the agency is formally folding blockchain data into its regulated reporting pipeline. Securitize Backs a Shift It Already Pushed for Securitize, a registered transfer agent and tokenized real-world asset manager with over $4 billion in assets under management, welcomed the proposal. The company had previously argued to the SEC that public blockchains should be incorporated into official securities recordkeeping while regulated transfer agents continue overseeing the legal ownership file. In reaction to the rulemaking, Securitize framed the SEC action as an endorsement of that operating model: “Modernization should raise standards, not lower them.” Securitize also described the regulatory shift and growing adoption of digital securities as a tailwind for the tokenized-asset sector. The company operates as both an issuer-side platform and a registered transfer agent using blockchain infrastructure, putting it directly inside the rule’s scope. Regulatory Roles That Matter in the Ownership Overhaul Institution Rulemaking Role Position on Blockchain Ownership Records U.S. Securities and Exchange Commission (SEC) Federal regulator behind the proposal Wants public blockchains permitted as the official securityholder file Paul Atkins SEC Chairman Cites electronic communications and blockchain adoption in securities markets Securitize Registered transfer agent with $4B in tokenized RWA AUM Supports the rule as a standards-raising modernization and sector tailwind What the Rule Would Actually Change Before this proposal, tokenized stock products were generally designed as digital representations tied to traditional offchain records. If finalized, the SEC’s draft would allow public blockchains to become part of the official record used to determine share ownership. The proposal formalizes a direction SEC staff had already signaled, but it does not remove transfer agents from their gatekeeping function. One recordkeeping transfer agent must still stand behind the authoritative shareholder file, maintain its integrity, and produce it to regulators upon request. In that setup, blockchains may settle ownership data, but the regulated agent remains the legal custodian of the final record. The proposal is not a final rule. The agency will still need to move through comment and finalization stages before the new framework becomes binding on transfer agents and issuers. What Is a Transfer Agent? A transfer agent is a regulated intermediary that maintains official records of stock ownership, cancels and issues share certificates, and manages communications between issuers and shareholders. Under the SEC’s proposal, transfer agents would retain that legal role even when the underlying records are kept on a public blockchain. Why Is the SEC Changing Transfer-agent Rules Now? The SEC says the change reflects the growing use of electronic communications and blockchain in securities offerings and share transfers. The current transfer-agent rules were adopted in the late 1970s and early 1980s, before distributed-ledger technology existed. How Would Blockchain Actually Record Stock Ownership Under the SEC Plan? A blockchain could serve as a company’s master securityholder file, or as part of that file, using distributed-ledger entries to identify shareholders. A registered transfer agent must still maintain exclusive control over the official shareholder record and remain legally responsible for its accuracy and security. Does the Proposal Make Public Blockchains the Sole Arbiters of Ownership? No. The SEC’s draft keeps one recordkeeping transfer agent in exclusive control of the official shareholder file. The proposal allows blockchain to serve as the recordkeeping system, but regulated intermediaries still oversee the authoritative record and its production to regulators. What Is Securitize’s Role in the Rule Change? Securitize is a registered transfer agent and tokenized real-world asset manager with over $4 billion in assets under management. It had previously urged the SEC to allow public blockchains inside official stock recordkeeping while preserving transfer-agent oversight, and it called the proposal a standards-raising modernization.