The U.S. Securities and Exchange Commission (SEC) has announced a significant update to the regulations governing registered transfer agents for the first time in decades. This proposal includes provisions for electronic record-keeping, tokenized securities, and the utilization of blockchain technology for maintaining ownership registries.
According to the regulator, the current rules have not seen substantial updates since the late 1970s to early 1980s, despite significant changes in the roles of transfer agents and the technologies they employ.
“This proposal aims to simplify and modernize the Commission's rules to reflect current processes and operations of transfer agents, including the use of electronic communications and blockchain technology in the issuance of securities and the transfer of shares,” stated SEC Chair Gary Gensler.
As of June 30, 2026, there were 327 registered transfer agents in the U.S. and abroad, with the SEC being the primary regulator for 272 of them.
Blockchain and Tokenization
The SEC's proposal directly addresses the application of distributed ledger technology and tokenized securities. The recommended changes to Form TA-2 will require transfer agents to report:
- the number of issuances for which the primary ownership register was maintained fully or partially using distributed ledger technology;
- the usage and names of tokenization providers and DLT platforms;
- the number of tokenized issuances managed separately for issuer-initiated and third-party models.
The updates will also allow for the inclusion of a digital wallet address among the information used to identify the owner of a tokenized security.
SEC Commissioner Hester Peirce noted that as securities transition to on-chain, the role of transfer agents may also evolve. The regulator has encouraged stakeholders to discuss whether modern identifiers, such as email addresses and digital wallet addresses, could eventually replace some traditional owner information.
The transfer agent rule proposal, more than a decade in the making, is finally out. We welcome comment on all aspects, including implications for tokenization: https://t.co/KyOF5WDStE and https://t.co/WAWDuncy4H
— Hester Peirce (@HesterPeirce) September 1, 2026
Additional Changes Proposed
The SEC has also proposed updates to Forms TA-1 and TA-2, along with revisions to several existing rules, the repeal of Rule 17ad-4, and the introduction of two new requirements:
- Rule 17ad-30 will mandate that registered transfer agents develop, maintain, and implement written policies and procedures to comply with federal securities laws, which must be reviewed and approved by their board of directors or a similar governing body at least annually.
- Rule 17ad-31 will establish requirements for placing and removing restrictive legends from securities, prohibiting transfer agents from facilitating unregistered transactions unless they have sufficient grounds to believe that the transaction complies with the law.
The repeal of Rule 17ad-4 will eliminate existing exemptions from processing and record-keeping requirements for certain types of securities, including shares of limited partnerships, stocks in dividend reinvestment programs, and shares of open-end funds, as well as for some smaller transfer agents.
The Commission has also proposed initiatives to enhance requirements for risk management, protection of funds and securities, and business continuity.
It is worth noting that in May, Peirce urged the crypto industry to temper expectations regarding an "innovative exemption" for trading tokenized stocks, stating that the regulator does not plan to permit the issuance of synthetic assets.
