SEC 2025 Guidance: Tokenised Stocks and Bonds Under Existing Regulations

• Broker-dealers must retain exclusive control over private keys for tokenised assets.
• Tokenised assets fall under the same regulatory umbrella as traditional ones.
• Coinbase and Nasdaq must follow applicable regulations when offering tokenised stocks.

The U.S. Securities and Exchange Commission (SEC) has illuminated the path for the safekeeping of tokenised stocks and bonds in light of the existing customer protection regulations. In a statement by the regulator’s Trading and Markets Division, it was mentioned that broker-dealers are allowed to characterise themselves as holders of tokenised assets.

If they satisfy certain operational, security, and governance prerequisites. Thus the step taken ties the bridging of tokenised assets to the set of security measures for traditional ones.

Custody Requirements for Tokenized Stocks

Emphasising customer protection over crypto’s permissionless nature, the Commission’s guidance can be seen as a kind of trade-off. The broker-dealers should be the only ones having the power over the private keys that enable access and transfer of the tokenised assets.

In other words, it is out of the question for users and intermediaries, such as affiliates, to carry the security without the broker’s consent. The regulator is pinpointing not only the control aspect but also the security side when tokenized assets are concerned.

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Implications for Crypto Exchanges and Trading

According to the Commission’s stance, the tokenised assets may become a limiting factor for crypto exchanges and trading platforms. Coinbase and Nasdaq, among others, are preparing to offer tokenised stocks to their customers, but they must strictly follow the applicable regulations. The guidance issued by the regulator points to the fact that tokenised assets would fall under the same regulatory umbrella as traditional ones and therefore be subject to existing requirements.

One of the major concerns highlighted by Commissioner Hester Peirce was the difficulty in trading tokenised assets, especially when combined with non-security crypto assets. The regulator is actively seeking feedback on whether the current regulatory framework and disclosure requirements adequately serve as a basis for crypto trading platforms. In this case, the question about the applicability of traditional assets rules to decentralized finance (DeFi) platforms arise.

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The Future of Tokenized Stocks

The Commission guidance is a step towards understanding how tokenised assets would be treated from a regulatory standpoint. Crypto projects and exchanges interested in tokenizing stocks have to abide by the rules governing traditional securities. While the action may lead to a wider acceptance of tokenised assets, it also opens the debate on finding the right balance between innovation and ​‍​‌‍​‍‌​‍​‌‍​‍‌regulation.

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