SEC Clarifies Rules for Tokenized Securities on Blockchains

The U.S. Securities and Exchange Commission has taken a major step toward clarifying how tokenized securities on blockchains should be treated under existing laws. 

While the statement did not create new rules, but the guidance explains what counts as real ownership, what does not, and how companies and investors must follow current securities rules when assets move on-chain.

SEC Guidance on Tokenized Securities

According to the SEC staff filing released on January 28, 2026, any asset recorded on a blockchain that legally qualifies as a security must fully comply with U.S. securities laws. This includes registration requirements, investor disclosures, and protection rules, regardless of whether the asset exists on-chain or in a traditional system.

The SEC made it clear that using blockchain technology does not change how securities laws apply. 

Ownership rights, transfer approvals, and shareholder records must still be controlled and recognized by the issuing company.

Further, the SEC has divided tokenized securities into two main groups to avoid further confusion around tokenized assets. 

Two Types of Tokenized Securities

• Issuer-Sponsored Tokenized Securities

The first includes issuer-backed tokenized securities. The SEC explained that issuer-backed tokenized securities represent the safest and most compliant model. In this setup, the company itself issues or authorizes the tokens, and blockchain records are directly connected to the official shareholder register.

Because of this link, investors receive real ownership rights, including voting rights and access to company information. The SEC said only this model can truly represent on-chain equity ownership.

• Third Party-Sponsored Tokenized Securities

The second group consists of third-party-issued tokens. These are created without direct involvement from the underlying company. According to the SEC, many of these products only offer price exposure, not true ownership. 

However, investors may not receive voting rights, company information, or legal claims on the issuer.

Risks Linked to Third-Party Tokenized Stocks

The SEC warned that third-party tokenized stocks often carry higher risks. Some rely on custodians holding the real shares, which exposes investors to bankruptcy or counterparty risk. Others are fully synthetic, meaning they track price movements through financial contracts.

This issue became more visible after OpenAI publicly rejected tokenized “equity” products linked to its shares that were offered in Europe.

What This Means for Crypto & Tokenization

Industry leaders have welcomed the SEC’s clarity. Coinbase Chief Legal Officer Paul Grewal said the guidance shows how tokenized equities can be issued and traded on-chain with proper regulatory support.

He added that this approach helps keep the U.S. competitive in financial innovation.

Bitwise Investment CIO Matt Hougan also praised the move, calling it a positive step toward bringing real-world assets onto blockchains in a compliant and transparent way.

Overall, the SEC’s message is simple: blockchain innovation is allowed, but ownership rules and investor protections must remain intact.