SEC Proposes Letting Blockchain Ledgers Serve as the Official Record of Securities Ownership

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.