SEC Proposes First Transfer-Agent Overhaul in 40 Years, Writing Blockchain Into the Shareholder Record
The SEC's Sept 1 proposal would let registered transfer agents keep the official record of share ownership on a blockchain, rescinding one legacy rule and adding two, with a 60-day comment period. It is the first major rewrite since the 1980s.
The US Securities and Exchange Commission on September 1 proposed the first major rewrite of its transfer-agent rules in roughly four decades, and for the first time the text explicitly contemplates a blockchain as the official record of who owns a company's shares. The proposal opens a 60-day comment period once it is published in the Federal Register.
What changes
Transfer agents are the back-office firms that maintain shareholder registers, process transfers and pay out dividends. According to SEC data cited in the release, 253 of them filed the annual Form TA-2 for 2025, 152 acted as recordkeeping agents, and the group distributed about $5 trillion in dividends and interest last year.
Rule 17ad-4, a legacy exemption rule, would be rescinded; two new rules, 17ad-30 (compliance) and 17ad-31 (restrictive legends), would be added.
Agents would need written risk-management policies, a separate bank account for issuer and holder funds, a business-continuity plan and turnaround standards aligned to the T+1 settlement cycle.
The registration effective date would move from 30 to 45 days and the business-expansion notice threshold from 75% to 95%.
The Commission describes the approach as technology-neutral: the rules would not prescribe one type of database or require agents to adopt distributed ledgers. But the release states plainly that market participants are seeking to bring blockchain-native transfer agents into the US market, and it references recent on-chain registrations by Superstate in March 2025 and Injective Institutional Services in August 2026.
What officials said
Chairman Paul Atkins said the proposal would streamline and modernize the Commission's rules to reflect how transfer agents actually operate today, including the use of electronic communications and blockchain technology in securities offerings and share transfers. Commissioner Mark Uyeda, in a separate statement, said the Commission had waited far too long to make common-sense updates, noting that distributed ledgers and tokenization were barely on the horizon when the rules were last revisited in 2015. Jamie Selway, director of the Division of Trading and Markets, framed it as good government revisiting legacy rules as technology and competition evolve.
Why it matters
Tokenized stocks and funds have so far lived in a legal grey zone in the US because the legally recognized shareholder register sat off-chain with a traditional agent. If the proposal is adopted, an on-chain register maintained by a registered transfer agent could be the primary record, which is the missing piece for tokenized equities to carry real shareholder rights rather than synthetic exposure. The proposal is part of Chairman Atkins' broader Project Crypto agenda; the SEC has also scheduled a roundtable on 24-hour trading for September 17.
Nothing is final yet. The proposal must survive the comment period and a further Commission vote, and the final text can change materially. Sources differ on when the rules were last substantively updated: Commissioner Uyeda points to 1986, while other outlets describe the framework as dating from the late 1970s and early 1980s.