US SEC: Tokenized stocks are still regulated under securities laws

ChainCatcher reports that, according to DL News, the U.S. Securities and Exchange Commission (SEC) has recently issued guidelines clarifying that tokenized securities (including tokenized stocks) are not exempt from current securities law regulation due to changes in technological form. Whether securities are issued or registered on-chain or off-chain, federal securities laws related to registration, disclosure, reporting, and anti-fraud remain applicable.

The SEC emphasizes that the nature of securities takes precedence over their technological form; tokenization is merely a change in issuance and recording methods and does not alter their legal attributes. This statement provides issuers and asset management institutions with clearer compliance expectations and is expected to encourage more traditional financial institutions to explore securities tokenization. The guidelines also categorize tokenized securities into two types: one directly supported and issued by the original issuer; and the other issued and supported by third-party institutions.

Even if tokens issued by third parties do not confer ownership, voting rights, or information rights to holders, they still must comply with securities laws if they involve securities attributes. However, the SEC has not yet provided a clear regulatory pathway for secondary market trading of tokenized securities. Currently, some tokenized stocks have been launched outside the U.S., such as Robinhood offering over 2,000 US stock tokens in Europe under the MiCA framework.

Industry experts believe that these guidelines will help reduce regulatory uncertainty, but large-scale adoption in the U.S. market still depends on legislative progress such as the Clarity Act, which has recently been delayed again due to industry disagreements.