SEC Proposes Landmark Transfer Agent Rules Amid Tokenization Boom

SEC Proposes Sweeping Overhaul of Transfer Agent Rules, Embracing Blockchain

The Securities and Exchange Commission (SEC) has unveiled its first significant update to transfer agent regulations since the early 1980s, proposing a comprehensive rewrite that extensively addresses blockchain recordkeeping and tokenized securities. The 421-page release, published Tuesday, signals a major shift in how the agency views the management of ownership records for financial instruments.

Transfer agents are responsible for maintaining the official registry of security ownership, overseeing the issuance, cancellation, and transfer of securities. The current framework for these rules was largely established in the late 1970s and early 1980s.

The SEC’s release acknowledges a growing trend of market participants seeking to integrate blockchain-native, or “onchain,” transfer agents into the U.S. market. Firms are actively developing models for blockchain-based recordkeeping, tokenized fund administration, and cross-chain interoperability. These innovations would necessitate transfer agents maintaining securityholder records on distributed ledgers and operating processes driven by smart contracts.

Proposed amendments to Form TA-2 would require transfer agents to disclose the number of issues where their master securityholder file resides on a distributed ledger. Furthermore, tokenized issues would need to be categorized as either issuer-sponsored or third-party-sponsored. The SEC highlighted this distinction in a January 2026 staff statement, linking it to varying investor risks. Tokenization agents and distributed ledger platforms are now included alongside traditional service providers like banks and printers on a checklist.

The commission is soliciting feedback on how to handle records stored solely on ledgers not exclusively controlled by the agent. It also seeks input on whether current rules permit agents to link a wallet address and quantity held to offchain records of a holder’s name and address, thereby enabling an onchain transfer to simultaneously update the master file.

Commissioner Hester Peirce noted that the proposal has been in development for over a decade and encouraged comments on its implications for tokenization. The SEC last reviewed these rules in a 2015 concept release.

Commissioner Mark T. Uyeda commented that the lack of rulemaking for over a decade led the Commission to adopt a “regulation-by-enforcement approach,” which he described as a fragmented strategy that offered neither clarity nor predictability. He added that distributed ledger technology and tokenization, which were nascent in 2015, are now fundamentally reshaping the core functions of transfer agents.

SEC Chairman Paul S. Atkins stated that the updated rules would reflect the industry’s adoption of “electronic communications and blockchain technology.” The proposal also aims to eliminate an existing exemption rule, establish a uniform retention period for most records, and redefine the safeguarding rule as a risk-management requirement encompassing cybersecurity and business continuity.

In a separate announcement, the SEC revealed the agenda for a September 17 roundtable discussion on 24-hour trading. The event will feature panelists from Robinhood, Nasdaq, DTCC, and overnight trading venues Blue Ocean and 24X. Public comments on the transfer agent proposal are due 60 days after its publication in the Federal Register.