SEC proposes first transfer-agent overhaul in 40+ years, embraces blockchain for securities records

The SEC released a 421-page proposal rewriting transfer-agent rules for the first time since the early 1980s, explicitly addressing blockchain-native recordkeeping and tokenized securities infrastructure. Transfer agents maintain the official record of who owns an issuer's securities, handling issuance, cancellation, and transfer. The current ruleset, adopted in the late 1970s and early 1980s, predates distributed ledgers and tokenization entirely.

Market participants are actively seeking to bring blockchain-native, or onchain, transfer agents into the U.S. market, per Decrypt's reporting. These firms are 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. The SEC's proposal now opens space for that infrastructure.

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 categories, per Decrypt. The SEC ties that distinction to differing investor risks outlined in a January 2026 staff statement. Tokenization agents and distributed ledger platforms join banks and printers on the service-provider checklist agents must disclose.

The proposal explicitly 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. These questions remain open for public comment. The SEC last examined transfer agent rules in a 2015 concept release. No rulemaking followed for over a decade. Commissioner Mark T. Uyeda said the Commission instead pursued a regulation-by-enforcement approach, which he characterized as a piecemeal strategy that provided neither clarity nor predictability.

Distributed ledger technology and tokenization were barely on the horizon in 2015 and are now reshaping agents' core work, per Decrypt. SEC Chairman Paul S. Atkins said the rules would reflect agents' use of electronic communications and blockchain technology. Commissioner Hester Peirce said the proposal was more than a decade in the making and invited comment on its implications for tokenization. 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.

On the same day the rule was released, the SEC announced a September 17 roundtable on 24-hour U.S. stock trading, to be held at SEC headquarters from 10 a.m. to 4 p.m. ET. The event will be open to the public and webcast live. Panel One will examine preparations for 24-hour trading, focusing on exchange and broker dealer readiness, overnight surveillance, closing price processes, clearance and settlement changes, and investor protection practices. Panelists include representatives from Robinhood, NYSE, BlackRock, Virtu Financial, Cboe, BNY Pershing, UBS, FINRA, and Bruce Markets. Panel Two will explore operational resiliency in a 24-hour market, including systems readiness, Regulation SCI considerations, failover and capacity planning, market-data continuity, shortened maintenance windows, cybersecurity, and staffing models for overnight operations, with participants from Jane Street, State Street, Samsung, Schwab, Nasdaq, Interactive Brokers, DTCC, Exegy, and MEMX. Panel Three will discuss expected impacts on liquidity and capital formation as trading expands.

Comment on the transfer agent proposal closes 60 days after publication in the Federal Register.