The U.S. SEC clarifies: Tokenized stocks are still subject to securities laws

The U.S. Securities and Exchange Commission (SEC) has recently released guidance that clearly states that tokenized securities (including tokenized stocks) are not exempt from existing securities law regulation due to changes in their technological form. Whether securities are issued or registered on-chain or off-chain, federal securities laws regarding registration, information disclosure, reporting, and anti-fraud still apply.

The SEC emphasizes that the essence of a security takes precedence over its technological form; tokenization is merely a change in the method of issuance and record-keeping, and does not alter its legal attributes. This statement provides issuers and asset management institutions with clearer compliance expectations, which is expected to encourage more traditional financial institutions to explore security tokenization. The guidance also categorizes tokenized securities into two types: one that is directly supported and issued by the original issuer; and the other that is issued and supported by third-party institutions.

Even if tokens issued by third parties do not grant holders equity, voting rights, or information rights, as long as they involve securities attributes, they must still comply with securities laws. However, the SEC has not yet provided a clear regulatory path for the secondary market trading of tokenized securities. Currently, some tokenized stocks have already been launched outside the U.S., for example, Robinhood has introduced over 2,000 U.S. stock tokens in Europe under the MiCA framework.

Industry insiders believe that this guidance helps reduce compliance uncertainty, but the large-scale implementation in the U.S. market still relies on legislative progress such as the Clarity Act, which has recently been delayed again due to industry disagreements.