SEC Proposes Transfer Agent Overhaul Amid Tokenization Surge

The Securities and Exchange Commission (SEC) has proposed its first major overhaul of transfer agent rules in over four decades, citing the increasing use of tokenization and blockchain technology. The proposal, which opens a 60-day comment period, aims to modernize the rules for transfer agents, who maintain official records of securities ownership.

The current rules were adopted in the late 1970s and early 1980s, but Commissioner Hester Peirce noted that this proposal has been over a decade in the making. The SEC is seeking comments on how to treat records held solely on a distributed ledger that the agent does not exclusively control.

The proposed additions to Form TA-2 would require agents to report how many issues have their master securityholder file on a distributed ledger and split tokenized issues into issuer-sponsored and third-party-sponsored. This is intended to address differing investor risks, as stated in a January 2026 staff statement.