SEC Proposes First Transfer Agent Rules Overhaul in 40 Years

The U.S. Securities and Exchange Commission unveiled its first substantive update to transfer agent rules in more than four decades, aimed at accounting for blockchain technology. The 421-page release addresses tokenized securities and ownership recordkeeping on distributed ledgers. Comments on the proposal are open for 60 days after publication in the Federal Register.

What the SEC Proposal Changes

Transfer agents maintain the official record of who owns an issuer's securities. They handle issuance, cancellation and transfer of shares. Most of the current rules date back to the late 1970s and early 1980s and have barely changed since. The Commission last touched the topic in a 2015 concept release, when distributed ledgers and tokenization were just appearing on the regulatory horizon.

The market has moved a long way since then. Firms have started building models for blockchain-based recordkeeping, tokenized fund administration and cross-chain interoperability, and some are openly pushing to bring fully blockchain-native, or "onchain," transfer agents into the U.S. market. Such models require keeping the securityholder file directly on a distributed ledger and running parts of the process through smart contracts. The current rules simply do not address that.

Tokenization agents and distributed ledger platforms now land on the same service-provider checklist as banks and printers of securities. The SEC keeps that checklist to oversee market infrastructure. In practice, that means a firm offering blockchain-based recordkeeping for securities in the U.S. faces the same disclosure requirements as a traditional paper-based registrar.

New Form TA-2 Requirements

The proposal expands the TA-2 reporting form and makes several structural changes at once.

• Agents would have to report how many issues keep their master securityholder file on a distributed ledger.
• Tokenized issues would need to be split into issuer-sponsored and third-party-sponsored categories.
• The Commission asks how to treat records held solely on a ledger the agent does not exclusively control, and whether rules can let agents tie a wallet address and token quantity to an offchain record of a holder's name and address.
• Separately, the proposal would rescind an existing exemption rule, set a single retention period for most records, and reframe the safeguarding rule as a risk-management requirement covering cybersecurity and business continuity.

The split between issuer-sponsored and third-party-sponsored tokens has a specific reason behind it. The SEC first raised it in a January 2026 staff statement. A token issued by a third-party provider does not always carry the same rights as a share issued directly by the company. The Commission now wants agents to report that distinction directly in their filings.

Commissioners Weigh In

Commissioner Hester Peirce called the proposal the product of more than a decade of work and invited market participants to comment on its implications for tokenization.

"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."

- Hester Peirce, SEC Commissioner, in a post on X, September 1, 2026

Commissioner Mark Uyeda added that rulemaking effectively stalled after 2015. The Commission instead relied on a regulation-by-enforcement approach. In his words, that approach gave the market neither clarity nor predictability. Distributed ledger technology and tokenization were barely visible in 2015, he said, and now shape agents' daily work.

SEC Chairman Paul Atkins added that the new rules should reflect how agents already rely on electronic communications and blockchain technology day to day. All three officials point to the same conclusion: the regulator admits the market outpaced its rules roughly a decade ago, and it is now trying to catch up with one large release instead of piecemeal guidance.

What Comes Next

The same day, the SEC released the agenda for a September 17 roundtable on round-the-clock trading. Panelists include representatives from Robinhood, Nasdaq, DTCC and overnight venues Blue Ocean and 24X. Both initiatives point in one direction. The SEC is trying to modernize securities market infrastructure and extend the hours that market operates in at the same time.

Lawyers at Cahill Gordon & Reindel told clients the SEC is "on a mission to simplify its rules." In May, the Commission proposed three major changes for public companies: an option for semiannual instead of quarterly reporting, a simplified filer classification system, and wider access to streamlined registered securities offerings. A week before the transfer agent release, the SEC also sent a separate custody rule overhaul for investment advisers and funds to the White House for review, one that could set clearer standards for how firms hold crypto assets on behalf of clients.

The push to tokenize securities mirrors a model Bitcoin and Ethereum have used for years. Ownership records for both assets have always lived on a distributed ledger with no central intermediary. The IMF had already warned that tokenization could reshape financial markets, and the SEC proposal became the first concrete step by a U.S. regulator in that direction.

Once published in the Federal Register, market participants will have 60 days to comment. Only after that period will it become clear which changes the SEC keeps in the final rules, and which ones it softens under industry pressure.