SEC Confirms Tokenized Securities Follow Federal Laws

TLDR

• SEC confirms tokenized securities follow federal securities laws.
• Blockchain technology does not exempt securities from regulations.
• Proposed amendments allow tokenized and traditional securities trading.

On January 28, 2026, the U.S. Securities and Exchange Commission (SEC) released a joint statement on tokenized securities. The statement clarified that these securities are subject to the same federal securities laws as traditional ones. This announcement was made in response to questions from market participants about the regulatory status of tokenized securities.

The SEC document was authored by staff from three divisions: Corporation Finance, Investment Management, and Trading and Markets. This guidance aims to address various structures of tokenized securities, including issuer-sponsored and third-party custodial models. Despite the technological advancement in recordkeeping, the SEC affirmed that blockchain formatting does not alter legal responsibilities.

Continuity in Securities Regulation

According to the SEC, the use of blockchain technology for recordkeeping does not change the application of federal securities laws. As stated in their official statement, economic realities take precedence over technological labels. This reinforces the idea that securities rules apply regardless of the format of issuance or recordkeeping.

The agency also highlighted the potential implications for security-based swaps under the Commodity Exchange Act. Market participants were reminded to comply with SEC regulations, which remain unchanged despite the digital advancements in tokenization. This approach upholds the integrity of the securities framework by focusing on the substance of financial transactions.

Federal Register Notice and Exchange Rule Proposals

A Federal Register notice dated January 30, 2026, indicates that a self-regulatory organization has proposed amendments to exchange rules. These amendments would allow traditional and tokenized securities to be traded on the same order book without requiring exemptions. The notice reiterates that tokenized versions are still considered securities under U.S. law.

This proposal aims to integrate tokenized securities into existing market structures seamlessly. Market participants are encouraged to ensure compliance, as the regulatory perimeter remains consistent, applying equally to all securities, regardless of their technological formatting.

Applying Traditional Rules to Modern Technology

The SEC staff’s guidance clarifies that the blockchain technology used does not exempt tokenized securities from existing laws. Thus, market participants engaging in tokenization must still register securities or seek exemptions for offers and sales.

Further, third-party synthetic tokenized securities might attract specific swap rules. Interested stakeholders can refer to the SEC’s detailed report for more insights. These rules ensure the continuity of market integrity and investor protection.