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SEC Proposes Amendments to Transfer Agent Rules, Allowing Blockchain Ledgers as Official Securities Ownership Records

On September 11, the U.S. Securities and Exchange Commission (SEC) proposed a new rule last week aimed at comprehensively revising the transfer agent rules that have been in place for decades. For the first time, it explicitly allows electronic databases, including blockchain ledgers, to serve as official records of securities ownership. If approved, blockchain is expected to become the 'primary securities document,' replacing the off-chain parallel ownership records that tokenized securities currently rely on. Currently, many tokenized securities operate on two sets of records: an on-chain token ledger and an official shareholder register. Once the proposal is passed, issuers and transfer agents may no longer need to maintain duplicate records and reconcile them after each transfer, thereby reducing operational friction and the risk of inconsistencies between on-chain records and legally recognized records. Eli Cohen, Chief Legal Officer of the tokenized fund platform Centrifuge, stated that the proposal could transform the current 'two-step' process into a 'one-step' process, allowing the blockchain itself to serve as the primary securities document. However, the proposal does not mean that tokenized securities will be completely 'permissionless.' Joris Delanoue, CEO of Fairmint, a registered on-chain transfer agent, pointed out that while the blockchain can remain open, assets must still comply with ownership and transfer rules, and regulatory controls such as identity verification and transfer restrictions will still be embedded in the tokens. Transfer agents will still need to handle administrative matters such as shareholder death, inheritance, and legal notifications, with processing times potentially reduced from 3-5 days to 1 day. The 60-day public comment period for the proposal will end in early November.

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  • SEC Proposes Amendments to Transfer Agent Rules, Allowing Blockchain Ledgers as Official Records of Securities Ownership

    On September 11, the U.S. Securities and Exchange Commission (SEC) proposed a new rule that aims to comprehensively amend the transfer agent rules that have been in place for decades. For the first time, the proposal explicitly allows electronic databases, including blockchain ledgers, to serve as official records of securities ownership. If approved, blockchain could become the 'primary securities document,' replacing the off-chain parallel ownership records that tokenized securities currently rely on. Currently, many tokenized securities operate on two sets of records: an on-chain token ledger and an official shareholder register. Once the proposal is passed, issuers and transfer agents may no longer need to maintain duplicate records and reconcile them after each transfer, thereby reducing operational friction and the risk of inconsistencies between on-chain records and legally recognized records. Eli Cohen, Chief Legal Officer of the tokenized fund platform Centrifuge, stated that this proposal could transform the current 'two-step' process into a 'one-step' process, allowing the blockchain itself to act as the primary securities document. However, the proposal does not imply that tokenized securities will be completely 'permissionless.' Joris Delanoue, CEO of the SEC-registered on-chain transfer agent Fairmint, pointed out that while the blockchain can remain open, assets must still comply with ownership and transfer rules, and regulatory controls such as identity verification and transfer restrictions will still be embedded in the tokens. Transfer agents will still need to handle administrative matters such as shareholder death, inheritance, and legal notifications, with processing times potentially reduced from 3-5 days to 1 day. The 60-day public comment period for the proposal will end in early November.
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