The US Securities and Exchange Commission is the federal capital-markets regulator and on tokenisation it is the load-bearing supervisor for tokenised securities, tokenised investment-company products, and the transfer-agent and broker-dealer registrations that make the institutional tokenised-fund market work. The SEC's posture moved meaningfully in 2024 and 2025: SAB 121 (which had effectively blocked banks from offering crypto custody by treating customer assets as on-balance-sheet liabilities) was rescinded via SAB 122 in January 2025, BUIDL was approved through Securitize as the first scaled tokenised Treasury fund, and the CLARITY Act split market-structure jurisdiction with the CFTC in late 2025. For a tokenisation operator, the SEC is the counterparty for any tokenised security, ATS-traded instrument, or tokenised fund interest distributed to US persons.
Role in tokenisation
The SEC's tokenisation perimeter has three load-bearing surfaces. First, the Investment Company Act and the 1933 and 1934 Acts continue to treat the wrapper as load-bearing on tokenised securities. BUIDL operates under section 3(c)(7) and is restricted to qualified purchasers; FOBXX is a 1940 Act registered government MMF; the line between a tokenised fund interest and a payment stablecoin is enforced through investment-company status rather than naming. The SEC's consistent message is that putting an asset on a chain does not change its securities status.
Second, the transfer-agent and broker-dealer registrations are the operational bottleneck for tokenised securities. Securitize LLC is an SEC-registered transfer agent whose share register sits on-chain through whitelisted addresses; Securitize Markets is a broker-dealer plus ATS (alternative trading system) running primary distribution and a permissioned secondary venue. These registrations are not unique to tokenisation but they are unusually concentrated on the tokenised-fund side because most fund administrators have not built equivalent on-chain capability. The SEC's posture on whether DLT-based recordkeeping satisfies transfer-agent obligations is the structural question that has gated platform build-out.
Third, the post-CLARITY split with the CFTC. CLARITY (House and Senate convergent paths through late 2025) defines digital-asset commodities versus securities, creates registration paths for digital-asset exchanges and broker-dealers, and allocates secondary trading of digital-asset commodities to the CFTC while tokenised securities, ATS-traded instruments, and transfer-agent obligations remain with the SEC. The SEC retains the larger institutional-tokenisation perimeter; the CFTC takes the digital-commodity wholesale market.
Operating model
The SEC's enforcement-led posture under the Gensler chairmanship (through January 2025) treated most tokens as unregistered securities and ran a high-cadence enforcement programme that made institutional issuance practically difficult. The post-Gensler shift under chair Paul Atkins (sworn in April 2025) is structurally different: enforcement remains but rule-making and registration paths have priority, with the Crypto Task Force convening industry on practical implementation questions including custody, recordkeeping, and ATS rules.
SAB 121 (Staff Accounting Bulletin 121) was a 2022 SEC accounting guidance that required entities holding crypto-assets in custody for clients to record those assets as on-balance-sheet liabilities. The practical effect was to make crypto custody capital-prohibitive for banks under leverage and capital ratios. SAB 122, issued January 2025, rescinded SAB 121 and restored the conventional off-balance-sheet treatment for custody. The unlock allowed BNY, State Street, and other GSIB custodians to move from observer to operator status on tokenised-asset custody. The full mechanics are documented in SAB 121 / SAB 122.
BUIDL approval is the worked example of how an SEC-perimeter tokenised fund actually ships. BlackRock, as the asset manager, brought the fund wrapper; Securitize, as the transfer agent and platform, brought the on-chain plumbing; BNY brought the qualified-custody and fund-administration roles; the SEC's role was the registration and ongoing supervision under existing fund regulation. The fund passed USD 1 billion in March 2025 and USD 2 billion plus USD 100 million in cumulative dividends by December 2025 (CoinDesk).
The CLARITY Act implementation through 2026 will produce a sequence of joint and parallel rule-makings between the SEC and CFTC on digital-asset exchange registration, broker-dealer custody, and the digital-asset commodities perimeter. The fast-track structure of CLARITY (statutory deadlines on rule-making) means the agencies are running a tighter timeline than typical securities rule-making cycles, with proposed rules expected through 2026 and final rules into early 2027.
Why it matters
For a tokenisation operator, the SEC is the perimeter every US-distributed tokenised security must clear. The post-2025 posture is more navigable than the prior cycle: SAB 122 unblocks bank custody, the Atkins-era Crypto Task Force is producing usable guidance, and the CLARITY Act gives statutory clarity on the SEC versus CFTC split. The structural constraint that remains is the wrapper: an asset on a chain is still subject to whichever Act governs the underlying instrument, and the registration burden does not drop because the recordkeeping is on-chain. The institutional tokenisation market in the US has organised itself around this constraint, using 3(c)(7) and registered-fund wrappers rather than fighting the wrapper question.
The competitive frame is partly the CFTC (which now owns the digital-commodity wholesale market under CLARITY), partly the OCC (which sets bank custody and stablecoin reserve activity), and partly state regulators (NYDFS limited-purpose trust charter, Wyoming SPDI charter). For an institutional issuer choosing a perimeter, the SEC route is the canonical one for tokenised funds and tokenised securities; the CFTC route is the canonical one for tokenised commodities and digital-commodity exchange trading; the OCC and state routes are the canonical ones for stablecoins and bank-money-on-chain.
Recent moves
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- SEC and CFTC running parallel rule-makings on digital-asset exchange registration, broker-dealer custody, and the digital-asset commodities perimeter.
- Late 2025. CLARITY Act passed through House and Senate, splitting market-structure jurisdiction with the CFTC.
- April 2025. Paul Atkins sworn in as SEC Chair, replacing Gary Gensler. Crypto Task Force convened with rule-making focus.
- January 2025. SAB 122 issued, rescinding SAB 121 and restoring conventional off-balance-sheet treatment for crypto-custody arrangements (SAB 121 / SAB 122).
- 2025 onward. BUIDL approved and operating under section 3(c)(7) through Securitize as transfer agent; expanded to multichain by late 2025.
Open questions
- Whether the SEC publishes consolidated guidance on DLT-based transfer-agent recordkeeping, or whether the case-by-case approach (Securitize as worked example) continues.
- The Investment Company Act treatment of tokenised MMFs sold to qualified institutional buyers: cash-equivalent or separate bucket from payment stablecoins.
- Whether the SEC's no-action letter route is reopened for tokenised-securities pilots, or whether registration paths under CLARITY become the default.
- ATS rule-making post-CLARITY: whether the digital-asset perimeter produces a tokenised-securities-specific ATS regime distinct from conventional ATS rules.
- Agentic commerce posture. The SEC has not published on AI agents holding tokenised securities or on whether wallet-level KYC on agent-controlled addresses meets transfer-agent recordkeeping obligations.