The U.S. Securities and Exchange Commission proposed its first major overhaul of transfer-agent rules since the late 1970s and early 1980s, explicitly permitting blockchain or other distributed-ledger technology to serve as a company's official master securityholder file. The plan, announced this week, would let public blockchains record who legally owns a stock, but regulated transfer agents would keep exclusive control over the official shareholder file and remain responsible for its accuracy, security, and production to regulators.
What the proposal changes
Under the rewrite, paper-based requirements would give way to electronic recordkeeping standards, and reporting around tokenization and distributed ledgers would be updated. The proposal doesn't force anyone onto a blockchain — transfer agents could still pick whatever technology they want, as long as the system stays secure, current, and accessible.
Transaction data, including wallet addresses, balances, ownership percentages, and purchase information, could live onchain. Sensitive personal information would stay in separate systems. The technology provider running the infrastructure wouldn't inherit the transfer agent's regulatory duties just because the shareholder record flows through its pipes.
SEC Chairman Paul Atkins said the proposal reflects the growing use of electronic communications and blockchain technology in securities offerings and share transfers.
Securitize's take
Securitize, a registered transfer agent that already uses blockchain infrastructure for digital securities, said the proposal moves regulation toward a model it has advocated to the SEC. The firm manages over $4 billion in assets. Staff guidance had already allowed registered transfer agents to use distributed-ledger technology as the official master securityholder file without keeping a separate offchain duplicate, provided they met existing requirements. This proposal would codify that approach.
What's still open
The SEC stopped short of making corporate ownership fully wallet-native. The master securityholder file must still include a holder's full name and contact information, including a physical mailing address. But the agency is asking whether transfer agents should have to collect that data at all, and what eliminating those requirements could mean for other securities laws and market participants.
Commissioner Hester Peirce has separately floated the idea of using email or digital-wallet addresses instead of names and physical addresses in some cases to ease onchain trading. The proposal also would change Form TA-2 to require reporting on securities using distributed ledgers, tokenization agents, and the platforms involved.
Next steps
Comments are due 60 days after the proposal is published in the Federal Register. As of Sept. 1, the SEC hadn't set a fixed publication date. That leaves the timeline uncertain, but the direction is clear: the agency is trying to drag its transfer-agent rules into the digital era without giving up its grip on the official record.
