US SEC Staff Statement on Tokenized Securities (2026)

On 28 January 2026, staff from three SEC divisions issued a joint Statement on Tokenized Securities. Its core message is substance over form — the technology used to issue or record a security has no effect on how securities law treats it. The statement is staff guidance, not a new rule, exemption or bespoke regime; it reaffirms that existing registration, disclosure, custody, trading and anti-fraud requirements apply in full to tokenised securities.

Who does it apply to?

Anyone issuing, offering, trading, custodying, clearing or settling tokenised securities with a US nexus: issuers, broker-dealers, exchanges and alternative trading systems, clearing agencies, transfer agents, investment advisers and funds. The statement distinguishes issuer-sponsored tokenised securities (the issuer itself tokenises its security) from third-party tokenised securities (a separate firm creates a token giving exposure to an underlying security, via a custodial or synthetic model).

Key requirements

Offers and sales of tokenised securities must be registered under the Securities Act unless a specific exemption is available. Market participants remain subject to applicable broker-dealer, exchange, clearing-agency, transfer-agent and investment-adviser requirements. Anti-fraud provisions such as Section 10(b) of the Exchange Act and Section 17(a) of the Securities Act apply fully. A tokenised security that confers different rights from its traditional form may be treated as a separate class of security, triggering additional disclosure and reporting.

Obligation types

Implementation timeline

Official sources

Always refer to official sources to confirm current requirements. CryptoRegHub summaries are for general guidance only.

Frequently asked questions