Tokenized stock transfers have climbed to 29.5 billion USD as new products extend access to assets that were once reserved for accredited insiders — but according to Tessera PE founder Chan Ahn, investors buying these products could be receiving anything from direct share ownership to a contractual claim carrying no shareholder rights at all.
Ahn told crypto.news that similar marketing terms often conceal substantial differences in what token holders actually own, how they receive dividends and whether they can vote on company matters. His analysis cuts to the heart of the tokenized equity boom that has seen Wall Street banks, crypto exchanges and fintech startups rush to put stocks, pre-IPO stakes and private credit on blockchains.
## Three legal structures, one marketing playbook
Under Ahn’s reading of a January SEC staff statement, tokenized securities generally take one of three forms: issuer-sponsored securities, custodial products, or synthetic contracts.
In an issuer-sponsored structure, the company itself supports the tokenization and presents the token as the security rather than as a separate wrapper. If the structure works as described, the holder’s voting, dividend and information rights should be the same as those attached to a conventional share, because both formats represent the same instrument.
Still, two operating details determine whether a token holder owns the security directly. Investors need to know whether their names appear on the shareholder register, or whether a nominee sits between them and the company. The platform must also explain how the on-chain position reconciles with the settlement of shares traded on a public exchange.
“The answers decide whether you hold the security or a claim on somebody who does,” Ahn said.
A custodial token creates a different relationship, because the underlying shares remain off-chain with an intermediary. The investor may instead receive a security entitlement under Article 8 of the Uniform Commercial Code — similar to the indirect ownership structure used when a person holds stock through a broker.
Voting materials, dividends and company communications reach the token holder only through arrangements made by the intermediary. Ahn said one structure he reviewed used Broadridge to process proxy materials and issuer communications, matching infrastructure already used by conventional brokerages.
Custodian failure creates a separate risk category. While a registered shareholder has a direct relationship with the company, a custodial token holder may have to pursue a claim through the intermediary’s insolvency process if things go wrong.
Synthetic tokens sit furthest from the company. Buyers own a contract with the product issuer rather than a share or an entitlement backed by shares. Ahn noted the SEC staff warned that some products in this category could qualify as security-based swaps, potentially limiting access to eligible contract participants.
“So the honest answer to ‘what does an investor own’ is: read which of the three you are being offered, because the marketing language is close to identical across all of them and the legal substance is not,” Ahn said.
Voting, dividends and access to company information provide a quick way to test a product’s structure, Ahn added. Investors should ask which entity owes them each right — and what happens if that entity fails.
Tessera’s own products do not represent equity. Ahn said the company issues tokenized loan participation rights that provide economic exposure but carry no ownership, voting, dividend or information rights in the underlying business.
## A token cannot move what the register will not record
Even when a token can move freely between blockchain addresses, company rules, securities laws and contractual lock-ups can prevent the related ownership or economic interest from changing hands.
Closely held companies commonly impose board-approval requirements, rights of first refusal and limits written into shareholder agreements. Private companies may maintain their own shareholder registers rather than employ an outside transfer agent, allowing them to reject transfers that do not meet their conditions.
“A token cannot move what the register will not record,” Ahn said.
Federal securities rules add another layer through Rule 144 holding periods, affiliate volume limits, notice conditions and investor eligibility requirements. Underwriter lock-ups can reach beyond direct sales of shares by restricting transactions that transfer the economics of ownership.
Citing SpaceX’s final prospectus, Ahn said shareholders were barred from certain hedging or other arrangements without prior written consent from Goldman Sachs acting for the underwriters. The clause, subject to stated exceptions, reportedly covered direct or indirect transfers of the economic consequences of ownership, whether settled in shares or cash.
Such language means a token offering exposure to locked shares may raise a contractual issue even if the token is not legally classified as the underlying stock. Providers offering economic exposure to positions still under lock-up should be able to explain how the product complies with those agreements.
Permissioned blockchain systems can enforce some limits through approved wallets, identity checks and jurisdiction screening. When the token is the security, its transfer controls may enforce restrictions imposed by the issuer.
## Pre-IPO tokens and the private credit question
Ahn also flagged the pre-IPO corner of the market, where tokens promise exposure to private companies before they list. These products lack the public prices and mandatory company disclosures needed for dependable secondary markets, making valuation an exercise in guesswork for retail participants.
Tokenizing private credit may extend access to a corner of finance traditionally reserved for institutions, he acknowledged, but putting complex exposure on-chain does not make the underlying risks — including AI infrastructure exposure in some modern credit funds — any easier to value.
US investors remain excluded from several tokenized stock products altogether, as many are offered under Regulation S, which only permits sales outside the United States.
## The takeaway
The tokenized stock market’s 29.5 billion USD in transfers suggests demand is real. But Ahn’s framework is a reminder that “tokenized” is not a legal category — it is a distribution channel. Before buying, investors should identify which of the three structures they are being offered, verify who owes them their rights, and remember that blockchain settlement cannot override a shareholder register, a transfer restriction or an underwriter’s lock-up. For market context, Bitcoin traded around 77,300 USD at the time of writing.
29.5 billion in transfers and most buyers probably cant tell an issuer-sponsored token from a synthetic IOU. the marketing pages look identical
29.5 billion in transfers and half the buyers probably couldnt tell you if they own a share or an IOU. Ahn is doing gods work spelling out the three structures
@claimcheck_ agreed, though even the custodial ones are murky on redemption rights if the issuer gets frozen. the terms are in the fine nobody reads
Chan Ahn’s point about the shareholder register is the one that matters. If your name never reaches the register, all you hold is a promise from the issuer.
Exactly. Proxy materials routed through Broadridge are still someone else making arrangements for you. The register or nothing.
exactly, and that january SEC thing was just staff guidance. wait til an actual enforcement case sorts the three structures out
The synthetic contract bucket is the scary one. No dividends, no votes, just price exposure with counterparty risk dressed up as equity
synthetics are fine if they get labeled synthetics. the problem is platforms marketing all three structures as the same tokenized stock
this is exactly why that January SEC staff statement mattered and everyone ignored it. issuer-sponsored vs custodial vs synthetic is the whole ballgame
29.5 billion in transfers and the January SEC thing was staff level only. actual case law sorting these three structures out is years away