The SEC Clarifies: Tokenized Stocks Still Subject to Securities Law

On January 29, the U.S. Securities and Exchange Commission (SEC) released new guidance clarifying that security tokens—including tokenized stocks—still fall under existing U.S. securities laws, regardless of their technological form. Whether issued or registered on-chain or off-chain, federal securities rules (covering registration, disclosure, reporting, and anti-fraud requirements) continue to apply. The SEC stresses that a security’s **nature** takes precedence over its technological form: tokenization merely changes how the asset is issued and recorded, not its legal status. This gives issuers and asset management firms clearer compliance expectations, potentially encouraging more traditional financial institutions to explore security tokenization. The guidance also splits security tokens into two categories: 1. Directly backed and issued by the original security issuer; 2. Issued and backed by third-party institutions. Even if third-party tokens do not grant holders equity, voting rights, or informational rights, they must comply with securities laws if they carry security attributes. Notably, the SEC has not yet set out a clear regulatory path for secondary market trading of security tokens. Some tokenized stocks already operate outside the U.S.—for example, Robinhood offers over 2,000 U.S. stock tokens in Europe under the MiCA framework. Industry insiders say the guidance will reduce compliance uncertainty, but widespread U.S. adoption still hinges on legislative progress (like the Clarity Act), which was recently delayed again amid industry disagreements.