The U.S. Securities and Exchange Commission has put forward a plan that would rewrite transfer agent rules written long before tokenized securities existed, allowing blockchain ledgers to serve as the official record of securities ownership in the United States.
The proposal, published in the Federal Register on Sept. 4, would overhaul how transfer agents maintain the master securityholder file — the legally binding list of who owns a company’s securities. Under the new framework, electronic databases, including distributed ledgers, could be recognized as systems that hold the official ownership record, rather than acting as a shadow copy of a separate register maintained off-chain.
Removing the two-ledger problem
Under many current tokenization models, an on-chain token is not the final legal record of ownership. Transfer agents and issuers maintain a separate shareholder register outside the blockchain, while the digital token merely tracks transfers on-chain. The two systems must be compared and reconciled after transactions, and any divergence between the blockchain ledger and the legally recognized register can create genuine uncertainty over which party owns the underlying security.
The SEC’s proposal would let a qualifying blockchain ledger become the main ownership record rather than a parallel database. Transfer agents could register holders and record changes directly on the ledger, without recreating each transaction in a second system.
Eli Cohen, chief legal officer at tokenized fund platform Centrifuge, described the change as reducing the existing two-step model to a one-step process. In his assessment, the blockchain itself could serve as the master securityholder file once the rules permit it — a structural shift for issuers that today pay to operate both systems in parallel.
The change remains a proposal, and it would not automatically bless every blockchain network or token structure for official recordkeeping. Transfer agents using the technology would still have to meet SEC requirements for registration, record accuracy, asset protection, and regulatory reporting.
Permissionless blockchains, permissioned securities
A public blockchain may let anyone view transaction history, but securities recorded on it would remain fully subject to U.S. ownership and transfer rules. Joris Delanoue, chief executive of registered on-chain transfer agent Fairmint, said compliance controls would sit inside the asset’s operating structure: tokenized securities could still require identity verification, investor eligibility checks, and restrictions on transfers to unapproved wallets.
Smart contracts could enforce some of these restrictions before a transaction ever reaches the ledger, blocking a transfer when a wallet has not completed required checks or when the recipient is not allowed to hold the asset. For U.S. investors, the distinction separates regulated tokenized securities from crypto assets that move freely between wallets — a blockchain entry may become the official record, but the owner still has to satisfy the rules attached to the security.
Transfer agents would also keep their non-transactional duties: handling inheritance, responding to legal notices, and updating records after a shareholder’s death. According to Delanoue, blockchain-based processing could cut the time needed for some administrative actions from three to five days down to about one day — faster processing, but the same legal responsibilities.
Implications for stock token disputes
The proposal applies to the records behind regulated securities rather than every product that tracks a stock’s price. That distinction sits at the center of current disputes over tokenized equities. Some stock tokens give users financial exposure to a company without placing them on the company’s official shareholder register, while issuer-backed tokenized shares carry ownership rights and appear in the records of a registered transfer agent.
The difference has already produced public conflict. Robinhood chief executive Vlad Tenev recently rejected AMC’s demand to stop offering tokens tied to the cinema operator’s shares, arguing a third-party product does not require issuer consent. AMC chief executive Adam Aron had challenged the tokens precisely because the company did not issue or approve them. Robinhood’s products were offered outside the United States, while the SEC proposal concerns the regulated recordkeeping system that supports securities ownership under U.S. law.
If adopted, the transfer agent revisions could give issuers of genuine tokenized shares a clearer route for treating an on-chain entry as the controlling ownership record — while leaving third-party exposure products in a separate regulatory bucket. The proposal would not remove other securities-law duties: registration requirements, investor disclosures, broker-dealer rules, and transfer restrictions on private securities would continue to depend on the product and the transaction.
What comes next
The SEC has opened a 60-day public comment period, due to close in early November. The commission can revise the text after reviewing submissions before deciding whether to hold a vote on a final rule. Its rulemaking process also seeks public input on operational questions about ledgers that are not controlled solely by a transfer agent — including record integrity, cybersecurity, access controls, and the ability to process legally required changes such as court orders and credential recovery.
Institutional infrastructure is already moving in the same direction. On Sept. 10, Cosmos announced a 17-company partner network covering custody, compliance, security, and infrastructure for banks using its tokenization system, with chief commercial officer Eran Barak confirming that Wells Fargo plans to use Cosmos ledger technology for a cross-border tokenized deposit project in fall 2026. A federal rule recognizing blockchain records as official securities ledgers would give that buildout a legal anchor in the world’s largest capital market.
For now, tokenization platforms, transfer agents, and issuers operate under the two-ledger status quo — with roughly two months to argue, in public comments, exactly how the one-ledger future should work.
The two-ledger problem has haunted tokenization since 2019. If the chain becomes the actual master securityholder file, half the reconciliation work at transfer agents disappears overnight.
Respectfully, someone still has to be legally liable when the chain and reality disagree. A register is only as good as the courts backing it.
liability is the crux, a register is only as good as the court order enforcing it. the qualifying ledger definition decides who eats the loss when chain and reality split
Miriam is right about reconciliation costs, but someone still has to price in what happens when the ledger stalls or reorgs. A legally final record on infrastructure nobody controls is the part the proposal quietly avoids.
transfer agents quietly running the whole market and nobody noticed until the sec said the quiet part out loud. wild
careful tho, most tokenized shares will still trade off-chain through brokers. this fixes record keeping, not the custody mess underneath
custody mess aside, brokers keeping off-chain trading just means dtcc-style netting lives on. the recordkeeping fix still cuts the reconciliation tax on issuers
Two ledgers reconciled after every transaction is how you end up with silent divergence. One qualifying chain as the master securityholder file is overdue.
delanoue saying admin actions drop from 3-5 days to about 1, thats the boring part nobody prices in. inheritance and legal notices speed actually matters to shareholders
The 3-5 days down to 1 also quietly kills the lost certificate affidavit backlog. Transfer agents will feel that change more than issuers ever will.
divergence cuts both ways tho. if the chain IS the legal record now, a chain bug is an ownership bug. expect the comment period to get spicy on that
chain bug is an ownership bug is exactly why the qualifying ledger definition will get shredded in comments. my bet is the final rule keeps some fallback register anyway and the purists will hate it
a fallback register defeats the whole point tho. then everyone is reconciling again, just with a chain bolted on for show
a fallback register that only activates on chain failure aint reconciliation tho. its insurance, you check it when something breaks not after every trade
sept 4 in the federal register and basically nobody on my timeline caught it. the master securityholder file going onchain is the actual tokenization milestone, everything before this was warmup
agree this is the actual milestone. every tokenization story before sept 4 was a shadow ledger pretending to be the legal record
tenev vs aron gets way messier if this passes. issuer backed shares on a transfer agent ledger vs exposure tokens, the buckets just got clearer and robinhood aint in the regulated one
exactly, and the comment period on the qualifying ledger definition is where that fight happens. expect a fallback register to survive in the final rule
Exactly on the Tenev vs Aron point. That case was already about who actually holds the share. If the transfer agent ledger becomes the legal record, half the argument just evaporates.
smart contracts blocking transfers to unapproved wallets is the sleeper detail. the chain becomes the record AND the gatekeeper, transfer agents just got programmable
programmable gatekeeping sounds great until a court orders a transfer the smart contract refuses to execute. does the transfer agent override the code or does the code override the judge
transfer agents already fix bad registers under court orders today, the proposal just moves where the override gets recorded. the genuinely new question is a reorg, courts have no precedent for rolling back finality
The override question is the sleeper. Recording where the override lands is fine until two courts in different states disagree about priority.
The code versus judge question sort of has an answer in the draft, the transfer agent override gets recorded on the ledger itself. The messier case is a court ordering a rollback of a transfer the chain calls final.
securities lawyers are going to bill a fortune fighting over what counts as a qualifying ledger. that single definition decides whether this proposal means anything at all
published in the federal register sept 4 and the comment period is where this dies or survives. expect a mountain of letters from transfer agents arguing their registers are already fine