The SEC Clarifies: Tokenized Stocks Still Subject to Securities Law

BlockBeats News, January 29, the U.S. Securities and Exchange Commission (SEC) has released new guidance, clearly stating that security tokens (including tokenized stocks) remain subject to existing securities law regulation regardless of the technological form. Whether a security is issued or registered on-chain or off-chain, federal securities laws such as registration, disclosure, reporting, and anti-fraud still apply.

The SEC emphasizes that the nature of the security takes precedence over its technological form, and tokenization is merely a change in issuance and record-keeping method that does not alter its legal status. This statement provides issuers and asset management institutions with clearer compliance expectations, potentially encouraging more traditional financial institutions to explore security tokenization. The guidance also categorizes security tokens into two types:

One is directly backed and issued by the original issuer;
The other is issued and backed by third-party institutions. Even if tokens issued by third parties do not confer equity, voting, or informational rights on holders, as long as they involve security attributes, they must still comply with securities laws.

However, the SEC has not yet provided a clear regulatory path for secondary market trading of security tokens. Currently, some tokenized stocks have been launched outside the United States, for example, Robinhood has introduced over 2,000 U.S. stock tokens in Europe based on the MiCA framework. Industry insiders believe that this guidance will help reduce compliance uncertainty, but the widespread adoption in the U.S. still depends on legislative progress such as the Clarity Act, which has recently been postponed again due to industry disagreements.