The U.S. Securities and Exchange Commission (SEC) has proposed a significant update to the requirements for registered transfer agents for the first time in many years. The proposal includes electronic record-keeping, tokenized securities, and the use of blockchain for maintaining ownership registers.
According to the regulator, the existing rules have not been substantially updated since the late 1970s to early 1980s, while the functions of transfer agents and the technologies they use have changed significantly.
“This proposal aims to simplify and modernize the Commission’s rules to reflect current processes and operations of transfer agents, including the use of electronic communications and blockchain technology in connection with securities issuance and share transfers,” said SEC Chairman Paul Atkins.
As of June 30, 2026, there are 327 registered transfer agents in the U.S. and abroad, with the SEC serving as the primary regulator for 272 of them.
Blockchain and Tokenization
The proposal directly considers the use of distributed ledger technology and tokenized securities. The proposed changes to Form TA-2 require transfer agents to report:
- the number of issues for which the primary ownership register was maintained fully or partially using distributed ledger technology;
- the use and names of tokenization providers and DLT platforms;
- the number of serviced tokenized issues separately for issuer-initiated and third-party models.
The changes also allow for the inclusion of a digital wallet address among the details identifying the owner of a tokenized security.
SEC Commissioner Hester Peirce noted that as securities move on-chain, the role of transfer agents may change. The regulator also invited participants to discuss whether modern identifiers, including email and digital wallet addresses, could replace some traditional owner information in the future.
The transfer agent rule proposal, more than a decade in the making, is finally out. We welcome comment on all aspects, including implications for tokenization: https://t.co/KyOF5WDStE and https://t.co/WAWDuncy4H
— Hester Peirce (@HesterPeirce) September 1, 2026
What Else Will Change
The SEC has proposed updates to Forms TA-1 and TA-2, changes to several existing rules, the repeal of Rule 17ad-4, and the introduction of two new requirements:
- Rule 17ad-30 will require registered transfer agents to develop, maintain, and enforce written policies and procedures to comply with federal securities laws. These must be reviewed and approved by the board of directors or a similar governing body at least annually.
- Rule 17ad-31 will establish requirements for placing and removing restrictive legends on securities. Transfer agents will be prohibited from facilitating unregistered transactions unless they have a reasonable basis to believe the transaction does not violate the law.
The repeal of Rule 17ad-4 will remove existing exemptions from processing and record-keeping requirements for certain types of securities, including limited partnership interests, shares in dividend reinvestment programs, and open-end fund shares, as well as for some smaller transfer agents.
The Commission also proposed expanding requirements for risk management, safeguarding of funds and securities, and ensuring business continuity.
Earlier, in May, Peirce urged the crypto industry to temper expectations regarding an “innovation exception” for trading tokenized stocks. She stated that the regulator does not plan to allow the issuance of synthetic assets.
