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SEC Clarifies Regulation of Tokenized Securities
The U.S. Securities and Exchange Commission (SEC) has delineated two categories of tokenized securities: those directly issued or authorized by the underlying company, and those created by third parties without the company’s consent. SEC Statement (July 2, 2024) This clarification aims to apply existing federal securities laws to this emerging technology.
SEC’s Position on issuer-Sponsored Tokenization
Issuer-sponsored tokenization represents genuine equity ownership when the company officially integrates blockchain records into its shareholder registry. This means the company directly controls and validates the ownership records on the blockchain. The SEC asserts that the method of recording ownership – blockchain or customary database – does not change the fundamental application of securities laws. SEC Statement (July 2, 2024) For example, if Apple were to directly issue tokens representing shares of its stock and record those tokens on a blockchain integrated with its official shareholder records, those tokens would be considered legitimate equity.
Risks Associated with Third-Party Tokenized Securities
Third-party tokenized securities, created without the issuer’s involvement, often present meaningful risks to investors.These typically fall into two categories: custodial arrangements and synthetic instruments. Custodial arrangements involve an intermediary holding the underlying shares, exposing investors to counterparty and bankruptcy risk.Synthetic instruments, like linked securities or security-based swaps, track the value of a stock without granting ownership rights such as voting or data access. The SEC highlighted the case of unauthorized tokenized ”equity” linked to OpenAI shares offered through Robinhood in Europe as an example of these risks. CoinDesk: OpenAI Disavows Tokenized Equity (July 2, 2024) OpenAI explicitly stated that the tokens offered on Robinhood were not authorized by the company.
Regulatory Intent and Future Outlook
the SEC’s statement signals an intention to limit the proliferation of synthetic equity products available to retail investors. SEC Statement (July 2, 2024) the agency appears to favor compliant tokenization structures that are fully regulated and directly approved by the issuing company. As of January 29, 2026, there have been no further major statements or regulatory actions from the SEC substantially altering this position. SEC Press Releases (Checked January 29, 2026 – no relevant updates). The SEC continues to monitor the development of tokenized securities and enforce existing securities laws in this space.

