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SEC (US Securities and Exchange Commission)

Institution · Regulator

The US Securities and Exchange Commission is the federal capital-markets regulator and on tokenisation it is the load-bearing supervisor for tokenised securities, tokenised investment-company products, and the transfer-agent and broker-dealer registrations that make the institutional tokenised-fund market work. The SEC's posture moved meaningfully in 2024 and 2025: SAB 121 (which had effectively blocked banks from offering crypto custody by treating customer assets as on-balance-sheet liabilities) was rescinded via SAB 122 in January 2025, BUIDL was approved through Securitize as the first scaled tokenised Treasury fund, and the CLARITY Act split market-structure jurisdiction with the CFTC in late 2025. For a tokenisation operator, the SEC is the counterparty for any tokenised security, ATS-traded instrument, or tokenised fund interest distributed to US persons.

Role in tokenisation

The SEC's tokenisation perimeter rests on a few surfaces:

  • The Investment Company Act and the 1933 and 1934 Acts continue to govern the wrapper on tokenised securities. BUIDL operates under section 3(c)(7) and is restricted to qualified purchasers, FOBXX is a 1940 Act registered government MMF (money-market fund), and the line between a tokenised fund interest and a payment stablecoin is enforced through investment-company status rather than naming, with the SEC's consistent message being that putting an asset on a chain does not change its securities status.
  • The transfer-agent and broker-dealer registrations are the operational bottleneck for tokenised securities. Securitize LLC is an SEC-registered transfer agent whose share register sits on-chain through whitelisted addresses, Securitize Markets is a broker-dealer plus ATS (alternative trading system) running primary distribution and a permissioned secondary venue, and these registrations, while not unique to tokenisation, are unusually concentrated on the tokenised-fund side because most fund administrators have not built equivalent on-chain capability. The SEC's posture on whether DLT-based recordkeeping satisfies transfer-agent obligations is the open question that has gated platform build-out.
  • The post-CLARITY split with the CFTC defines the jurisdictional boundary. CLARITY (House and Senate convergent paths through late 2025) defines digital-asset commodities versus securities, creates registration paths for digital-asset exchanges and broker-dealers, and allocates secondary trading of digital-asset commodities to the CFTC while tokenised securities, ATS-traded instruments, and transfer-agent obligations remain with the SEC. The SEC retains the larger institutional-tokenisation perimeter; the CFTC takes the digital-commodity wholesale market.

Operating model

The SEC's enforcement-led posture under the Gensler chairmanship (through January 2025) treated most tokens as unregistered securities and ran a high-cadence enforcement programme that made institutional issuance practically difficult. The post-Gensler shift under chair Paul Atkins (sworn in April 2025) marks a different approach: enforcement remains but rule-making and registration paths have priority, with the Crypto Task Force convening industry on practical implementation questions including custody, recordkeeping, and ATS rules.

SAB 121 (Staff Accounting Bulletin 121) was a 2022 SEC accounting guidance that required entities holding crypto-assets in custody for clients to record those assets as on-balance-sheet liabilities. The practical effect was to make crypto custody capital-prohibitive for banks under leverage and capital ratios. SAB 122, issued January 2025, rescinded SAB 121 and restored the conventional off-balance-sheet treatment for custody. The unlock allowed BNY, State Street, and other GSIB custodians to move from observer to operator status on tokenised-asset custody. The full mechanics are documented in SAB 121 / SAB 122.

BUIDL approval is the worked example of how an SEC-perimeter tokenised fund actually ships, with each participant contributing a distinct piece.

  • BlackRock, as the asset manager, brought the fund wrapper.
  • Securitize, as the transfer agent and platform, brought the on-chain plumbing.
  • BNY brought the qualified-custody and fund-administration roles.
  • The SEC's role was the registration and ongoing supervision under existing fund regulation.

The fund passed USD 1 billion in March 2025 and USD 2 billion plus USD 100 million in cumulative dividends by December 2025 (CoinDesk).

The CLARITY Act implementation through 2026 will produce a sequence of joint and parallel rule-makings between the SEC and CFTC on digital-asset exchange registration, broker-dealer custody, and the digital-asset commodities perimeter. The fast-track structure of CLARITY (statutory deadlines on rule-making) means the agencies are running a tighter timeline than typical securities rule-making cycles, with proposed rules expected through 2026 and final rules into early 2027.

Why it matters

For a tokenisation operator, the SEC is the perimeter every US-distributed tokenised security must clear. The post-2025 posture is more navigable than the prior cycle: SAB 122 unblocks bank custody, the Atkins-era Crypto Task Force is producing usable guidance, and the CLARITY Act gives statutory clarity on the SEC versus CFTC split. The structural constraint that remains is the wrapper, since an asset on a chain is still subject to whichever Act governs the underlying instrument, and the registration burden does not drop because the recordkeeping is on-chain. The institutional tokenisation market in the US has organised itself around this constraint, using 3(c)(7) and registered-fund wrappers rather than fighting the wrapper question.

The competitive frame is partly the CFTC (which now owns the digital-commodity wholesale market under CLARITY), partly the OCC (which sets bank custody and stablecoin reserve activity), and partly state regulators (NYDFS limited-purpose trust charter, Wyoming SPDI charter). For an institutional issuer choosing a perimeter, each route has a canonical use.

  • The SEC route is canonical for tokenised funds and tokenised securities.
  • The CFTC route is canonical for tokenised commodities and digital-commodity exchange trading.
  • The OCC and state routes are canonical for stablecoins and bank-money-on-chain.

Recent moves

  • 22 Jul 2026Commissioner Hester Peirce said in a statement that some crypto vaults and onchain lending strategies may fall under federal securities laws depending on how they are structured and managed, noting that products where managers or curators select investment strategies, rebalance assets, or appoint others to decide could resemble investment companies or investment advisers under existing law, and that interest-rate, collateral, and supported-asset decisions in onchain lending raise the same questions (CoinDesk). Curated vaults held $8.6 billion across 788 vaults reaching 1.4 million users as of July 2026, with Coinbase and Robinhood routing customer stablecoin balances into them for yield. "Tokenized securities are still securities," Peirce said. "That principle holds for vaults." Curator discretion appears to be the classification hinge: the more human selection sits behind a vault, the closer it drifts to the investment-company and adviser perimeters.
    1. SEC and CFTC running parallel rule-makings on digital-asset exchange registration, broker-dealer custody, and the digital-asset commodities perimeter.
  • Late 2025CLARITY Act passed through House and Senate, splitting market-structure jurisdiction with the CFTC.
  • April 2025Paul Atkins sworn in as SEC Chair, replacing Gary Gensler. Crypto Task Force convened with rule-making focus.
  • January 2025SAB 122 issued, rescinding SAB 121 and restoring conventional off-balance-sheet treatment for crypto-custody arrangements (SAB 121 / SAB 122).
  • 2025 onward. BUIDL approved and operating under section 3(c)(7) through Securitize as transfer agent; expanded to multichain by late 2025.

Open questions

  • Whether the SEC publishes consolidated guidance on DLT-based transfer-agent recordkeeping, or whether the case-by-case approach (Securitize as the reference case) continues.
  • The Investment Company Act treatment of tokenised MMFs sold to qualified institutional buyers: cash-equivalent or separate bucket from payment stablecoins.
  • Whether the SEC's no-action letter route is reopened for tokenised-securities pilots, or whether registration paths under CLARITY become the default.
  • ATS rule-making post-CLARITY: whether the digital-asset perimeter produces a tokenised-securities-specific ATS regime distinct from conventional ATS rules.
  • Agentic commerce posture. The SEC has not published on AI agents holding tokenised securities or on whether wallet-level KYC on agent-controlled addresses meets transfer-agent recordkeeping obligations.