SEC Proposes First Major Update to Transfer Agent Rules Since 1980s

The Securities and Exchange Commission has proposed the first substantive rewrite of its transfer agent rules since the early 1980s, in a 421-page release published Tuesday that repeatedly addresses blockchain recordkeeping and tokenized securities.

Transfer agents maintain the official record of who owns an issuer's securities, handling issuance, cancellation and transfer. The Commission adopted most of the current rules in the late 1970s and early 1980s.

The release says market participants are actively seeking to bring blockchain-native, or "onchain," transfer agents into the U.S. market, with firms building models for blockchain-based recordkeeping, tokenized fund administration and cross-chain interoperability that would require agents to keep securityholder records on distributed ledgers and run smart-contract-driven processes.

Proposed additions to Form TA-2 would require agents to report how many issues have their master securityholder file on a distributed ledger, and to split tokenized issues into issuer-sponsored and third-party-sponsored, a distinction the Commission ties to differing investor risks in a January 2026 staff statement. Tokenization agents and distributed ledger platforms join banks and printers on a service-provider checklist.

The release asks how to treat records held solely on a ledger the agent does not exclusively control, and whether the rules let agents tie a wallet address and quantity held to offchain records of a holder's name and address, so an onchain transfer also moves the master file.

Commissioner Hester Peirce said the proposal was more than a decade in the making and invited comment on its implications for tokenization. The SEC last examined the rules in a 2015 concept release.

Commissioner Mark T. Uyeda said no rulemaking followed for over a decade, and that the Commission instead pursued a "regulation-by-enforcement approach, which was a piecemeal strategy that provided neither clarity nor predictability." Distributed ledger technology and tokenization were barely on the horizon in 2015, he said, and are now reshaping agents' core work.

SEC Chairman Paul S. Atkins said the rules would reflect agents' use of "electronic communications and blockchain technology." The proposal would also rescind an exemption rule, set a single retention period for most records, and reframe the safeguarding rule as a risk-management requirement covering cybersecurity and business continuity.