SEC Clears a Path for Tokenized Stocks After Clarity Act Stumbles

Certain firms supplying liquidity to those markets will also receive separate relief from dealer registration requirements.

But there are important limits.

The exemption, which takes effect immediately and lasts up to five years, only covers actual tokenized stocks carrying the same rights as their traditional counterparts, including dividends and voting rights. It excludes so-called “synthetics” that only track a stock’s price, products that have gained traction on offshore crypto trading venues but drawn significant pushback from traditional Wall Street firms.

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Although the TSV will operate on a permissionless blockchain, access to the trading venue itself will be permissioned, meaning users and liquidity providers must meet the TSV’s eligibility requirements to participate. The SEC will not individually approve each TSV. Instead, a firm that meets the requirements can notify the Commission and operate under the exemption, subject to its conditions.

The SEC is also starting small, with limits on both the number of stocks each TSV can offer and how much of any individual stock’s daily trading volume can take place on the venue.

Perhaps most importantly, the exemption allows an unaffiliated third party to tokenize a public company’s stock, but the issuer gets the final say over whether it can trade. A TSV must notify the issuer and give it 30 days to object. If the company says no, the tokenized shares cannot trade on the venue.

Chris Hayes, executive director of the Coalition for Tokenized Markets and a partner at Thorn Run Partners, pointed to the issuer protections as a positive step, saying the ability of companies to object to unauthorized third-party tokenization, coupled with requirements that investors receive the same rights as traditional stockholders, “should help curb synthetic tokenization and give investors greater clarity about what they are buying.”

The potential impact could extend well beyond the relatively small tokenized stock market today.

“The innovation exemption could put DeFi trading platforms and liquidity pools in much more direct competition with traditional exchanges and alternative trading systems, while operating under a more flexible regulatory framework,” Hayes said. “That could encourage more traditional market participants to move activity into tokenized markets and help accelerate adoption.”

SEC officials described the exemption as a temporary bridge toward permanent rulemaking and potentially future legislation from Congress.