SEC Floats Plan to Let Blockchains Serve as the Official Ownership Record for Tokenized Securities

Companies issuing tokenized stocks face a structural mismatch: blockchain ledgers can show current token holders, yet the legally binding shareholder register often lives offchain. In a dispute over which record controls, attorneys typically default to the traditional register, even when the onchain ledger is more current. That gap could narrow under a new SEC proposal released last week. The agency is seeking to modernize transfer agent rules that date back roughly five decades and, for the first time, would explicitly permit electronic databases—including blockchain ledgers—to function as the official record of securities ownership. If adopted, a blockchain ledger could become the "master securityholder file," reducing the need for parallel offchain registers that many tokenized securities still rely on. Joris Delanoue, CEO of SEC-registered onchain transfer agent Fairmint, said the filing has evolved from paper to databases and that the proposal acknowledges a blockchain can be that database rather than merely a replica. Today, many tokenized securities effectively operate with two records: the onchain token ledger and the formal shareholder register. The SEC's approach could allow the blockchain to serve as the authoritative register, potentially eliminating duplicative recordkeeping and the reconciliation work required after each transfer. That, in turn, could lower operational friction and reduce the risk of the onchain ledger diverging from the legally recognized ownership record. Eli Cohen, chief legal officer at fund tokenization firm Centrifuge, said the shift could turn the prevailing two-ledger model into a "one-step process," with the blockchain itself serving as the master file. He argued the current "two-step" structure is not just inefficient but can become a serious legal problem during events like insolvency or bankruptcy. The proposal does not make tokenized securities fully permissionless. Delanoue said the underlying blockchain could remain open, but the asset would still be subject to existing rules governing who may own it and how transfers occur. In practice, a public blockchain could host the ownership record while identity checks, transfer restrictions and other compliance controls remain embedded in the token. The SEC's proposal also raises expectations for transfer agents, including digital-native operators. They would still be responsible for traditional ownership administration such as deaths, inheritance, legal notices, mailing addresses, ownership restrictions and correcting records when errors occur—processes that can still be highly physical. Delanoue noted, for example, that firms must follow prescribed procedures to receive and process mailed documents; the current window is 35 days, and the proposal could shorten that to 1 day. For tokenization firms that have recently acquired transfer agents or secured licenses, the message is clear: smart contracts alone won't satisfy the full transfer agent function. Delanoue said firms will need people, systems and controls that can handle time-sensitive requests reliably. "There is no more free lunch," he said, adding that maintaining the official ownership record requires operating the complete transfer agent function. Cohen said those operational demands may lead some firms to conclude that running a full transfer agent business is more burdensome than expected, pushing them to rely on established providers for parts of the workflow. The SEC has opened a 60-day public comment period on the proposal, running through early November. Cohen expects responses from both traditional market participants and blockchain-native firms.