The US SEC explicitly states that "tokenized stocks" still qualify as securities, and technological innovation does not change the legal nature.

The U.S. Securities and Exchange Commission (SEC) recently issued new regulatory guidelines, clearly stating that even if securities exist in the form of blockchain tokens, their legal nature remains unchanged. Tokenized stocks and related assets are still fully subject to current securities regulations, drawing a clear regulatory boundary for the rapidly developing tokenized financial market.
(Background recap: BlackRock CEO calls for RWA tokenization as an inevitable trend! The future will move toward “a common blockchain” era)
(Additional background: NYSE announces development of a “Tokenized Trading Platform”! Supporting 24/7 trading of U.S. stocks, leading the industry toward full on-chain integration)

Table of Contents

• SEC Clarifies: Technological Innovation Does Not Change Legal Nature
• Classification of Tokenized Securities Reveals Clearer Investor Risk Profiles
• Financial Institutions Actively Explore, Regulatory Clarity Becomes Key Driver
• U.S. Regulations Still Variable, Contrasting with Overseas Markets

The U.S. Securities and Exchange Commission (SEC) recently released the latest regulatory guidelines on Tokenized Securities, explicitly stating that even if securities are issued in the form of blockchain tokens, their legal essence remains securities and must fully comply with existing federal securities laws. This move is interpreted by the market as drawing a clear regulatory red line for the fast-growing tokenized finance sector and providing important compliance references for institutions and investors.

SEC Clarifies: Technological Innovation Does Not Change Legal Nature

In its latest statement, the SEC emphasized that the “technological form” of securities issuance does not affect its legal scope. Whether through traditional ledger recording or on-chain registration via blockchain, as long as the asset’s nature is a security, it must adhere to securities registration, disclosure, periodic reporting, and anti-fraud regulations.

The SEC pointed out that tokenization is merely one of the technical means for issuing and managing securities, not a tool to evade regulation. In other words, the regulatory logic remains: “First determine if it is a security, then consider what technology is used.”

Classification of Tokenized Securities Reveals Clearer Investor Risk Profiles

The guidelines further explain the structural classification of tokenized securities, dividing them into two main categories: “Supported by the original issuer” and “Issued and sponsored by third-party entities.”

Even tokens issued by third parties, which may not be directly linked to the underlying stock or do not confer ownership, voting rights, or information rights to holders, are still considered subject to securities laws. This stance is crucial for assessing investor rights protection and potential legal liabilities.

Financial Institutions Actively Explore, Regulatory Clarity Becomes Key Driver

In recent years, tokenization has become a key focus for global financial institutions. Major asset management firms and trading platforms generally believe that tokenization can improve trading efficiency, reduce settlement costs, and enhance asset transparency.

The SEC’s clear regulatory positioning is seen as providing a “predictable compliance framework” for the market, helping to reduce gray areas and encouraging financial innovation under compliance. However, the SEC also admits that the detailed regulation of secondary market trading of tokenized securities has not yet been fully addressed, and related rules remain to be clarified.

U.S. Regulations Still Variable, Contrasting with Overseas Markets

In comparison, some tokenized stocks have already been launched outside the U.S. first. The European market, under its crypto asset legal framework, has introduced tokenized products representing U.S. listed stocks.

In contrast, developments in the U.S. are still constrained by congressional legislative processes and regulatory coordination issues. The market generally believes that while the SEC’s guidelines do not resolve all uncertainties, they have anchored the legitimacy and regulatory logic of tokenized securities, symbolizing that “financial innovation must proceed within the securities law framework.”

Overall, the SEC’s latest guidelines send a clear signal: tokenization does not mean deregulation. For issuers and platforms, compliance will be the prerequisite for promoting tokenized securities; for investors, it helps reduce risks associated with regulatory ambiguity.