SEC Proposes Transfer Agent Rules Including Blockchain Records
The U.S. SEC wants to modernize rules for registered transfer agents. The proposal expressly covers electronic and blockchain records, as well as tokenized securities.
SEC transfer agent rules would expressly address electronic and blockchain recordkeeping, uncertificated securities and tokenized securities. On September 1, the U.S. Securities and Exchange Commission (SEC) published a proposal for a broad modernization of rules and forms for registered transfer agents.
The proposal is filed under S7-2026-30 and Release No. 34-106246. It is not an effective rule. The SEC will accept comments for 60 days after the proposal is published in the Federal Register.
SEC transfer agent rules respond to digital recordkeeping
Transfer agents are entities that maintain official records of securities owners and support their transfer, issuance or cancellation. The SEC says that most federal rules for these firms have not undergone substantive updates since the late 1970s and early 1980s.
The proposed package therefore responds to technological changes in ownership records. In its materials, the SEC directly cites blockchain recordkeeping, distributed ledgers, tokenized securities, smart contracts and automation. The regulator also points to technological and cybersecurity resilience issues.
However, mentioning blockchain does not mean a general authorization of tokenized shares. The proposal also does not automatically establish that every record on a blockchain will be legally binding evidence of ownership.
What the SEC proposal contains
The SEC proposes changes to transfer agent registration and annual reporting. It also includes requirements related to processing activities, recordkeeping, risk management and business continuity.
- changes to registration and annual reporting forms,
- requirements for processing transfer agent activities,
- measures for managing operational, technological and cybersecurity risks,
- requirements for business continuity plans and record retention,
- two new rules concerning compliance and restrictive legends.
Restrictive legends identify restrictions associated with certain securities, such as limits on their transferability. The proposal places them among the areas subject to new separate requirements.
Significance for tokenized securities
The explicit inclusion of blockchain procedures in the proposal is regulatory significant for the U.S. tokenized securities market. The SEC is addressing a situation in which ownership records and securities transfers may be carried out through digital systems or distributed ledgers.
For companies using this type of infrastructure, the proposal also suggests that the technology model will not be separate from requirements for risk controls, records, operational continuity and compliance. However, its specific impact on issuers, transfer agents, crypto firms or blockchain infrastructure providers cannot be determined before the rule is finalized.
The SEC may revise the proposal after the comment process, approve it in a different form or delay its adoption. It is also not yet known when any final rules could take effect.
What to watch next
The next formal step will be publication in the Federal Register, from which the precise 60-day comment period will begin. Responses from transfer agents, issuers, exchanges and blockchain infrastructure providers will be important.
The discussion may show whether the SEC clarifies requirements for recordkeeping, investor identification, smart contract controls and cybersecurity risk management in the final text. The current document is a proposal to modernize oversight of transfer agents, not a decision to broadly recognize the tokenization of securities.
Sources
- U.S. Securities and Exchange Commission — Transfer Agent Rules – Confirms that this is the SEC’s proposal of September 1, 2026, its file number, the scope of the changes and the 60-day comment period after publication in the Federal Register.
- U.S. Securities and Exchange Commission — Proposed Transfer Agent Rule Modernization, Fact Sheet – Documents blockchain recordkeeping, new risk management requirements, compliance, restrictive legends and other specific elements of the proposal.
- U.S. Securities and Exchange Commission — Proposed Rule: Transfer Agent Rules – Sets out the reasons for the proposal, including risks involving tokenized securities, distributed ledgers, smart contracts, automation and cybersecurity resilience.
- The Block – Independently summarizes the proposal’s significance for tokenization and the role of transfer agents in ownership records and trade settlement.
Verified and updated: 09/02/2026 07:35
