Overview
- The SEC has introduced its first major revision to transfer agent regulations since the 1980s, initiating a 60-day period for public feedback.
- New reporting requirements will obligate agents to disclose issues related to distributed ledgers and categorize tokenized issues based on model.
- Commissioner Hester Peirce noted that this proposal has been in development for over ten years and encouraged commentary on its potential effects on tokenization.
On Tuesday, the Securities and Exchange Commission (SEC) presented a thorough 421-page document proposing significant changes to its transfer agent rules, the first such update since the early 1980s. This release emphasizes the role of blockchain technology in recordkeeping and the management of tokenized securities.
Transfer agents are responsible for maintaining the official records of security ownership, including processes for issuance, cancellation, and transfer. The existing regulations were largely established in the late 1970s and early 1980s.
The SEC's document highlights a growing interest among market participants to introduce blockchain-native transfer agents to the U.S. This includes companies developing systems for blockchain-based recordkeeping, tokenized fund administration, and cross-chain interoperability, which necessitate agents to maintain securityholder records on distributed ledgers and operate smart contracts.
Onchain Recordkeeping
Amendments to Form TA-2 would mandate agents to report the number of issues with their master securityholder files stored on a distributed ledger. Additionally, they would need to differentiate between issuer-sponsored and third-party-sponsored tokenized issues, a distinction linked to varying investor risks as per a January 2026 staff statement. Tokenization agents and distributed ledger platforms will now be included alongside banks and printers on the list of service providers.
The proposal raises questions on how to handle records maintained on a ledger not exclusively controlled by the agent, and whether regulations allow agents to connect a wallet address and holdings to offchain records of a holder's identity, enabling onchain transfers to update the master file.
Commissioner Hester Peirce remarked that this proposal has been over a decade in the making and invited public commentary on its impact on tokenization. The SEC last reviewed these rules in a 2015 concept release.
The transfer agent rule proposal, which took more than a decade to develop, is finally here. We welcome feedback on all aspects, including its implications for tokenization: https://t.co/KyOF5WDStE and https://t.co/WAWDuncy4H
— Hester Peirce (@HesterPeirce) September 1, 2026
Commissioner Mark T. Uyeda noted that there had been no rulemaking for over a decade, and the SEC had instead opted for a "regulation-by-enforcement" approach, which lacked clarity and predictability. He observed that distributed ledger technology and tokenization were not significant factors in 2015 but are now transforming the core operations of transfer agents.
SEC Chairman Paul S. Atkins commented that the proposed rules will acknowledge the use of "electronic communications and blockchain technology" by agents. The changes will also eliminate an exemption rule, standardize record retention periods, and redefine the safeguarding rule as a risk-management obligation focusing on cybersecurity and business continuity.
Additionally, the Commission announced a roundtable scheduled for September 17 to discuss 24-hour trading, featuring panelists from Robinhood, Nasdaq, DTCC, and other overnight trading venues. The public comment period for the transfer agent proposal will conclude 60 days following its publication in the Federal Register.