
SEC staff reviewed a draft exemption for tokenized stock trading, then stalled after exchanges flagged ownership verification and unauthorized issuance risks.
The U.S. Securities and Exchange Commission has postponed plans to propose an exemption for tokenized stock trading. Exchange officials and market participants raised concerns about investor protections and the legal mechanics of blockchain-based ownership, according to a Bloomberg report published Friday citing people familiar with the matter.
SEC staff had reviewed a draft framework linked to the agency's so-called innovation exemption. The proposal was expected to be released earlier this week. Discussions slowed after feedback from stock exchanges and other market participants.
Exchange officials fed back two central problems, the report states. First, whether tokenized equities would preserve the same legal and economic rights attached to conventional common stock. Second, how ownership records would be verified on semi-pseudonymous blockchains and whether unauthorized firms could issue stock-linked tokens without approval from the underlying public companies.
The pseudonymity inherent in many blockchain networks makes it difficult to map token holders to legal shareholders. Exchanges argued that without a verified registry, corporate actions like proxy voting could become unenforceable. The SEC appeared to agree that any exemption must require platforms to maintain off-chain records tying tokens to identifiable owners.
A third party could tokenize a company's stock without the issuer's consent. That would create a derivative trading on a decentralized exchange with no actual claim on the company. The feedback pushed the SEC to consider requiring that only the issuing company itself – or a regulated intermediary acting on its behalf – could authorize a tokenized version.
Under the proposal reviewed by SEC staff, platforms offering tokenized equities would need to guarantee investors the same rights associated with common stock. Those rights include dividend access and shareholder voting privileges.
SEC Commissioner Hester Peirce, a prominent crypto advocate, had already signaled that any exemption would remain narrow. In a post on X on Thursday, Peirce said she expected the framework to support only “digital representations” of equity securities that already trade in public secondary markets. That language suggests the SEC is not planning to open the door to primary tokenized offerings or tokenized private securities.
Behind the discussions, the SEC has continued drawing a distinction between two categories it outlined in guidance published in January: custodial and synthetic tokenized securities.
The SEC's guidance implies that only custodial structures would qualify for any exemption. Synthetic versions would remain subject to existing securities regulations.
The SEC's slowdown has drawn support from several crypto industry executives. They argued that rushing the framework would create more problems than it solved.
Separately, Tom Farley, CEO of crypto exchange Bullish, said on X that the SEC appeared to be recognizing that only public companies themselves should be permitted to issue blockchain-based versions of their shares. That position aligns with the exchange feedback on unauthorized issuance.
Both executives have vested interests in tokenization infrastructure. Their comments underscore a broader industry view that poorly designed rules could stifle the market before it matures.
Interest in tokenized real-world assets has surged. Data from RWA.xyz shows that tokenized real-world assets have reached roughly $34 billion, including about $1.55 billion tied to tokenized equities. The equity portion remains small relative to the total, growing as Wall Street firms test blockchain-based settlement and trading.
Despite that growth, adoption has fallen short of earlier projections. A McKinsey & Company report published in 2024 projected that tokenization could grow into a multi-trillion-dollar market by the end of the decade. The SEC's approach will be a key variable in whether that forecast materializes.
The delay does not kill the exemption. It postpones the proposal while the SEC gathers more input from exchanges and issuers. The next milestone to watch: whether the SEC releases a formal request for comment or a proposed rule in the coming months.
If the framework emerges with strict custodial requirements and issuer-consent rules, it would likely limit the market to regulated platforms and blue-chip stocks. A looser framework would open the door to broader adoption. That carries the risk of the ownership and verification problems that exchanges flagged.
For now, the SEC's pause suggests it is listening to the operational reality of blockchain-based equity trading. Not just the theoretical upside. The cost of getting it wrong – for both investor protection and market confidence – is high enough to justify the delay.
Prepared with AlphaScala editorial tooling from the source reporting linked above. Indexable analysis may include a cited Alpha Score value. Publishing checks screen each story before release. Educational coverage, not personalized advice.