SEC Moves to Let Blockchain Ledgers Serve as Official Securities Ownership Records

The U.S. Securities and Exchange Commission is moving to revise its rules to recognize blockchain ledgers as official records of securities ownership. The change could reshape the tokenized securities market by replacing a structure in which on-chain records and traditional shareholder registers are maintained in parallel.

CoinDesk reported on September 10 that the SEC last week unveiled a proposal to update transfer-agent rules that have been in place for about 50 years. If adopted, the changes would allow electronic databases, including blockchain ledgers, to qualify as the “master securityholder file,” the official ledger of securities ownership.

In today’s tokenized securities market, it is common to keep blockchain-based token ownership records separate from legally effective shareholder lists. That can lead to ownership disputes if the two sets of records diverge. In bankruptcy or insolvency, the resulting rights issues could become even more complex.

Joris Delanoue, chief executive officer of SEC-registered on-chain transfer agent Fairmint, said the master shareholder file was once a paper document and is now maintained as a database. In his view, the proposal recognizes that a blockchain is not just a copy of an existing database, but can itself be the official record.

Eli Cohen, chief legal officer at fund-tokenization firm Centrifuge, said the proposal could consolidate the existing dual-ledger structure into a single process. He said the current setup is not only inefficient, but could also create substantial confusion in the event of a bankruptcy or insolvency.

Recognition of blockchain as an official ledger would not eliminate existing rules for tokenized securities. Requirements covering investor identity checks, holding eligibility and transfer restrictions would remain in place. The related controls could be built into tokens or smart contracts.

The role of transfer agents would also remain intact. Some procedures, including the handling of a shareholder’s death or inheritance, legal notices and mail receipt, would still need to be carried out directly by a transfer agent. Delanoue added that anyone maintaining an official ownership record must have the full functions of a transfer agent.

The SEC plans to collect public comments on the proposal for 60 days. The deadline for submissions is set for early November.