The U.S. SEC plans to amend the transfer agent rules to allow blockchain ledgers to serve as official records of securities ownership

The U.S. Securities and Exchange Commission (SEC) proposed a new rule last week to comprehensively revise the transfer agent rules that have been in place for decades, explicitly allowing electronic databases, including blockchain ledgers, to serve as the official record of securities ownership for the first time. If approved, blockchain is expected to become the "master security document," replacing the off-chain parallel ownership records that tokenized securities currently rely on.

Currently, many tokenized securities operate on two sets of records: on-chain token ledgers and official shareholder registers. 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 master security document.

However, the proposal does not mean that tokenized securities are completely "permissionless." Joris Delanoue, CEO of the 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 are still 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.