The SEC is now clarifying how U.S. securities law applies to tokenized stocks, while sending a clear signal to firms offering synthetic equity products and stock tokens to retail investors.
After several years of overlapping responsibilities and governance through individual cases, U.S. regulators and policymakers are in the process of outlining a more distinct framework for digital assets. As Congress debates the Digital Asset Market Clarity Act, independent supervisors such as the SEC and CFTC are signaling through guidance, speeches and joint initiatives how they will enforce current laws -- and what direction they want for new rules. In this case, we take a closer look at how the SEC this week clarified its view on tokenized stocks and synthetic equity, and what implications it could have for platforms and investors, including outside the United States.
In a new statement on tokenized securities, the SEC stresses that a stock remains an equity instrument under U.S. law, regardless of whether its ownership is recorded on a blockchain or in a traditional registry. The guidance distinguishes between tokenization, in which the issuer itself maintains the shareholder register on the blockchain, and third-party share tokens, i.e. tokens that only mirror the performance of an underlying stock. In practice, the first model can be adapted to existing corporate and securities legislation, while the second will more often be treated either as a derivative product or as a receivable relationship via an intermediary.
Issuer-managed tokenization is described more as a change in infrastructure than as a new asset class. The point is that rights and duties follow the underlying stock, not the technology used. Prospects, registration and investor protection requirements therefore still apply. When stocks are tokenized via intermediaries, the SEC instead refers to regulations governing securities receivables and some types of derivatives, with corresponding registration requirements and which platforms the products can be traded on. This weakens the narrative that one can package shares into tokens to sell them frictionlessly to small savers globally.
The clearance from the SEC also targets synthetic equity, i.e. structures that give price exposure to a stock without voting rights or direct claims to dividends. Such products are often designed as debt-like securities or swaps linked to listed companies, and are now more clearly placed into the existing derivatives framework. For players who have marketed synthetic tokens as if they were real fractional shares, this means a clearly higher regulatory level — at the same time as the SEC leader talks about opening regulated crypto retirement channels.
The effect is that projects working on tokenization will have to a greater extent to choose between connecting directly on the issuer's shareholder register, or building fully regulated derivative products. Platforms in other countries that offer tokenized exposure to U.S. stocks are now getting harder for claiming they are outside U.S. rules. When products follow the price of US stocks or ETFs, they are more likely to be counted under US securities and derivatives rules. For investors, also in Europe and the Nordic region, it becomes even more important to know whether a share token actually represents share ownership, a claim against a manager — or a pure derivative.
