SEC Releases Regulatory Guidelines for Tokenized Securities: Clarifying Two Major Categories and Compliance Framework

On January 28, the U.S. SEC issued a regulatory statement on tokenized securities, categorizing them into two core types. The first type is the issuer direct tokenization model, where the issuer or its agents issue securities in the form of blockchain and record holder information. These tokenized securities must comply with the same registration, disclosure, and other legal obligations as traditional securities, and the use of on-chain or off-chain recording methods does not alter the applicability of securities laws.

The second type is the third-party tokenization model, which includes custodial (where token holders have indirect ownership of the custodial securities through the tokens) and synthetic (where the tokens only track the price performance of the underlying securities without transferring any substantive rights, potentially constituting a security swap) forms. The SEC specifically notes that third-party tokenization introduces additional counterparty risk and bankruptcy risk, and some products must be subject to strict regulatory constraints of security swaps.