Tokenized securities are fully subject to federal laws governing traditional instruments. This was stated in an SEC clarification on the regulation of this asset form.

“A tokenized security is a financial instrument defined as a 'security' under federal laws, represented or structured as a crypto asset, where ownership records are fully or partially maintained on one or more blockchains,” the agency explained.

The method of issuance (off-chain or on-chain) does not exempt issuers from registration, disclosure, and other requirements, the document emphasizes.

The SEC identified two main categories:

  1. Issuer Tokenized Securities. The blockchain is directly integrated into the ownership registry. Transfers on the network legally confirm the transfer of rights—this is the only difference from traditional accounting.
  2. Third-Party Tokenized Securities. The underlying asset is held by a custodian, and the token represents a claim. Existing securities laws apply to these instruments.

Also mentioned are “related securities”—synthetic products like structured notes and equity securities.

Swaps based on securities may also fall under this classification. For example, derivatives that provide synthetic exposure to the underlying asset. Typically, they are subject to stricter counterparty eligibility requirements.

Status of Native Assets

However, the SEC did not address the key question: Are crypto assets or staking programs considered securities?

A prominent example of this unresolved issue is the situation with Ethereum. In 2024, it was revealed that in March 2023, the Commission began an investigation into Ethereum 2.0, considering the coin as a security.

This step contradicted statements made at the time by the regulator's head, Gary Gensler, who repeatedly avoided a direct answer regarding the classification of the second-largest cryptocurrency by market cap.

Subsequently, the SEC closed the case without filing charges or providing explanations.

Recall that in August of last year, Commission Chair Paul Atkins allowed for the recognition of certain tokens as securities.