The Securities and Exchange Commission has proposed letting blockchain ledgers serve as the official record of securities ownership, a change that would end the double bookkeeping that has weighed on tokenized stock markets since they started. The draft amendment to transfer agent rules would allow a distributed ledger to function as the master securityholder file, the authoritative register that determines who owns what. CoinDesk reported the proposal targets duplicate recordkeeping directly.
Today, a tokenized share typically lives in two places at once. An on-chain ledger tracks the token, while a separate off-chain register kept by a transfer agent records legal ownership. The two systems must match at all times, and reconciling them consumes staff time and creates legal ambiguity when they drift. Under the proposal, a registered transfer agent could use the blockchain as the master file itself, or as one component of it, provided federal recordkeeping, reporting, examination and safeguarding requirements are still met.
The language is deliberately technology-neutral. It permits distributed ledgers without mandating them, and it does not require a separate blockchain-specific exemption. A transfer agent that prefers conventional databases can keep using them. Personal identifying information can stay in private off-chain systems while position data, share counts, issue dates and wallet addresses sit on-chain.
What changes in practice
The practical gains show up in administrative processing. Joris Delanoue, chief executive of Fairmint, an SEC-registered on-chain transfer agent, said the proposal could cut handling times for shareholder deaths, inheritance claims and legal notices from three to five days down to one. Those events currently require manual reconciliation between the two ledgers before anything can move.
Delanoue noted the proposal could allow blockchain to become the primary database for securities ownership, with ownership and transfer rules still enforced by the transfer agent.
Eli Cohen, chief legal officer at Centrifuge, framed it as collapsing a two-step process into one step, with the blockchain serving as the primary securities document. Both executives stressed that regulation does not disappear. Identity verification, transfer restrictions and securities law obligations remain embedded in the tokens themselves, and transfer agents keep their administrative role.
New reporting requirements come with the freedom. The revised Form TA-2 would require transfer agents to disclose how much of their recordkeeping runs on distributed ledgers, which tokenization providers and platforms they use, and breakdowns by tokenization model and security type. The SEC describes this as the first comprehensive regulatory dataset on blockchain usage in the transfer agent industry. It gives both the commission and the market visibility into how adoption actually proceeds.
Where the open questions sit
The proposal asks for comment on one scenario in particular: records that exist solely on a blockchain not exclusively controlled by the transfer agent. That case sits at the edge of the framework. If no single registered entity controls the ledger, questions follow about who bears responsibility when records are wrong, how examinations would work, and what happens if the underlying network stalls or forks.
Those questions matter because tokenized stock volume is no longer theoretical. Tokenized stock transfers reached $29.5 billion, though legal terms still vary across platforms. Nasdaq, Boerse Stuttgart and Securitize recently asked EU lawmakers to lift a 100 billion euro cap on tokenized securities, saying existing projects already exceed it. Coinbase launched tokenized stocks on Ledger with round-the-clock trading. The infrastructure has outrun the recordkeeping rules, and the SEC is now catching the ledger side up.
The 60-day public comment period runs into early November. After that, the commission would need to finalize the rule before any transfer agent can rely on a chain as its master file. Industry lawyers expect comments to concentrate on the sole-ledger scenario and on safeguarding requirements for wallet-based records.
For tokenization platforms, the proposal removes one of the oldest objections to on-chain securities: that a token without an official register behind it is not really the security. If the chain itself can be the register, the reconciliation layer between blockchain and securities law thins out. What stays is the part regulators care about, which is knowing who holds what and being able to examine the records that prove it.
The timing also fits a broader regulatory sequence. The SEC has already proposed a tailored offering regime for crypto assets, and Treasury has proposed rules implementing the GENIUS Act for stablecoin issuance. The transfer agent overhaul extends the same pattern into market plumbing, where the effect is less visible to traders but reaches every share ever tokenized.
There is also a cost argument running the other way. Transfer agents built their businesses on registered recordkeeping, and smaller firms may find the reporting burden of the new Form TA-2 heavier than the savings from dropping a duplicate register. The proposal does not estimate compliance costs in the materials published so far, which is the kind of gap comment letters tend to fill quickly.
For issuers, the near-term effect is optionality rather than obligation. Nothing in the draft forces anyone on-chain. But the firms that have already tokenized shares under interim arrangements, holding both an on-chain token and an off-chain register and paying to keep them in sync, gain a path to retire one of the two systems. That path was previously not available under the rules at all.
The parallel with depositary history is hard to miss. When US securities moved from physical certificates to book-entry records in the 1970s, the industry spent years arguing that a database entry could not really be a share. The DTC eventually settled the question by becoming the record itself. The current proposal runs the same argument with a distributed ledger in place of a central database, and the same categories of objection are already appearing in early comment drafts.