The SEC’s guidance is not about enabling tokenization, but about classification.
Tokenization does not change a product’s legal nature if its economic substance remains the same.
Issuer-led tokenization is treated as a technical upgrade within existing securities law.
Third-party tokenized stocks face stricter scrutiny due to added counterparty and structural risks.
So-called “tokenized stocks” without issuer involvement are often redefined as synthetic products.
In the U.S., tokenization cannot bypass responsibility, rights, or regulatory obligations under the SEC.
The SEC’s Statement on Tokenized Securities clarifies how tokenized stocks are classified under U.S. law, drawing a clear line between issuer-led upgrades and third-party synthetic exposure.
CORE OBJECTIVE: RELABELING “TOKENIZATION PRACTICES”
A close reading of the original Statement on Tokenized Securities makes the document’s purpose almost self-evident. Rather than creating a new regulatory framework for tokenized securities, the SEC is trying to answer a more fundamental question: under existing federal securities laws, how should the wide variety of tokenization practices currently seen in the market actually be classified as financial instruments?
Why is this kind of “relabeling” necessary? Because today’s tokenization landscape is deeply fragmented. In some cases, issuers themselves use blockchain technology to register equity; in others, third parties simply issue tokens and claim they are “linked” to a certain stock. Some on-chain assets can trigger official changes in share ownership, while others are so detached that even the original issuer has never heard of them. These differences blur regulatory boundaries and make it easy for investors to be misled by the label “tokenized stocks.” What the SEC is attempting to do is to first bring structural clarity to this disorder.
According to the statement, tokenized securities are broadly divided into two categories: issuer-led tokenized securities (initiated by the security issuer or its agents), and third-party-led tokenized securities (launched by independent parties unrelated to the issuer).
ISSUER-LED MODEL: A TECHNICAL UPGRADE WITHOUT CHANGING THE SUBSTANCE OF RIGHTS
In issuer-led structures, blockchain technology is directly integrated into the securities holder registration system. Whether the on-chain ledger serves as the primary registry or operates in parallel with an off-chain database, the core logic is the same: transfers of on-chain assets automatically trigger corresponding changes in the official shareholder register. The SEC explicitly emphasizes that this structure differs from traditional securities only in registration technology—it does not alter the nature of the security, the rights and obligations attached to it, or the applicable regulatory requirements. The same security may exist simultaneously in both traditional and tokenized forms, and issuance and trading remain fully subject to the Securities Act and the Securities Exchange Act.
The statement also notes that issuers could, in theory, issue tokenized securities that constitute a “different class” from traditional securities. However, the SEC adds a critical qualification: if the tokenized security is substantially identical to the traditional security in terms of rights and obligations, it may still be treated as the same class in certain legal contexts. This language is not an encouragement to introduce structural complexity, but rather a reaffirmation that regulatory analysis ultimately hinges on rights and economic substance.
THIRD-PARTY-LED MODELS: HEIGHTENED SCRUTINY AND A REASSESSMENT OF RISKS AND RIGHTS
By contrast, third-party-led tokenization structures are approached from a far more cautious regulatory perspective. According to the statement, when an existing security is tokenized by a third party without the involvement of the issuer, the on-chain asset does not necessarily represent ownership of the underlying security, nor does it automatically confer a direct claim against the issuer. More importantly, token holders are exposed to additional risks stemming from the third party itself—such as custody risk and bankruptcy risk—that do not exist when holding the original security directly.
On this basis, the statement further divides third-party tokenization into two representative models:
Custodial tokenized securities: essentially “certificates of beneficial interest,” where a third party uses tokens to evidence a holder’s indirect interest in securities it holds in custody (for example, tokenized interest certificates issued by a custodian).
Synthetic tokenized securities: closer in nature to structured notes or security-based swaps, issued by a third party to track the price performance of an underlying security without granting any shareholder rights (such as tokenized derivatives linked to a stock’s price).
Despite the many risks associated with third-party-led tokenization structures, there is still clear market demand for them. For some investors, these products offer a relatively convenient and low-cost way to gain exposure. For example, certain retail investors may be unable to directly trade the shares of large companies; through custodial or synthetic tokenized securities issued by third parties, they can access similar investment opportunities with a lower entry threshold. In addition, some investors are drawn to the innovative formats and potentially higher returns of tokenized securities. Even when they understand the associated risks, they may still be willing to accept a higher risk profile in exchange for the possibility of greater returns.
CORE PRINCIPLE: FORM DOES NOT ALTER RESPONSIBILITY OR LEGAL CHARACTER
Throughout the statement, what the SEC repeatedly emphasizes is not the compliance of any specific technological pathway, but a consistent regulatory logic: as long as the economic substance of a financial instrument meets the definition of a security or a derivative, the application of federal securities laws does not change simply because the instrument is “tokenized.” Labels, packaging, or even the use of blockchain technology are not decisive factors.
Seen from this perspective, the new guidance functions more as a “structural clarification” than a policy shift. It does not pass judgment on the future of tokenized securities, but instead establishes a clear premise: within the U.S. legal framework, tokenization may change form, but it cannot change responsibility or legal character. Any future market developments will unfold under this baseline assumption.
BRINGING IT BACK TO REALITY: WHICH “TOKENIZED STOCKS” ARE NOW BEING REDEFINED?
If read purely as a textual exercise, the new guidance may appear to be little more than a clarification of classification structures. But viewed in the context of real-world markets, its direction is far more explicit: it is responding directly to a wave of so-called “tokenized stock” experiments that have already moved into the spotlight.
The most fundamental dividing line lies in whether the issuer is involved. In issuer-participatory models, tokenization is largely framed as a technical upgrade to registration and settlement infrastructure. Around the time the guidance was released, asset manager F/m Investments submitted a filing to the SEC seeking approval to maintain the shareholder records of its Treasury ETF on a permissioned blockchain. The common feature of such initiatives is that blockchain is simply incorporated into existing securities infrastructure, without altering the legal relationship between issuers and investors. For this reason, although progress along this path has been slow, it has remained squarely within a framework the SEC can understand and engage with.
In sharp contrast are another set of practices that entered the market earlier and have proven far more controversial. One prominent example is the “tokenized U.S. stocks” product launched in Europe by Robinhood. While the trading experience and price linkage closely resemble real equities, the associated tokens are not authorized by the underlying issuers. Similar confusion has surfaced in rumors surrounding “tokenized OpenAI equity,” where third-party platforms claimed to offer on-chain “OpenAI equity certificates” to attract investor attention. OpenAI later publicly denied any connection to such “tokenized equity,” effectively exposing the core flaw in these structures: the on-chain assets do not represent a direct claim on issuer equity. In the SEC’s framework, these products are far closer to third-party-constructed synthetic exposure than to actual shares.
Similar dynamics can also be seen in some “tokenized stocks” products launched by crypto-native platforms. Whether they take the form of custodial certificates of securities interests or contract-based structures that track stock price performance, these products may functionally look like equities. Legally, however, the counterparty investors are exposed to is no longer the issuing company, but the platform or intermediary itself. This is precisely the real-world backdrop behind the SEC’s repeated emphasis on third-party risk in its new guidance.
Viewed from the opposite angle, many frequently cited initiatives that consistently stress “compliance first”—such as Kraken’s xStocks program, as well as internal explorations by the New York Stock Exchange and the DTCC around tokenized stocks and ETFs—share a different common trait. Their distinguishing feature is not cutting-edge technology, but whether issuers, custody, clearing, and regulatory responsibility are fully embedded within the existing financial system. The slow pace of these projects underscores a broader reality: in the U.S. market, there is no shortcut to tokenization by “launching first and fixing compliance later.”
CONCLUSION: TOKENIZATION IS NOT A SHORTCUT, BUT A MIRROR THAT EXPOSES RESPONSIBILITY
At its core, the SEC’s guidance is an exercise in “identity calibration.” Before tokenization fully moves from concept to large-scale implementation, it seeks to clarify two basic questions: what constitutes equity, and who ultimately bears responsibility.
Under the U.S. regulatory framework, blockchain has never been a tool for bypassing securities law. Whether tokenization is viable hinges on three factors: issuer participation, clearly defined rights and obligations, and the proper allocation of risk. When all three are satisfied, tokenization is simply a technological upgrade to the existing financial system. When any one is missing, the so-called “tokenized stock” becomes, in the eyes of the SEC, a different kind of financial product altogether.
Seen this way, the document does not draw a simple line between what is permitted and what is prohibited. Instead, it poses a “responsibility filter,” reclassifying tokenization practices across the market. Some paths point toward the evolution of securities infrastructure; others are forced to confront the reality that they are not equity in substance.
For the market, this may not be a bad outcome. At the very least, tokenization is no longer a vague or seductive label. It is now a path that must be taken seriously—one that leaves little room for speculation or regulatory arbitrage.
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〈As tokenized securities rules clarify, which projects may fail SEC scrutiny?〉這篇文章最早發佈於《CoinRank》。