The U.S. Securities and Exchange Commission has proposed a sweeping modernization of transfer-agent regulations that explicitly recognizes blockchain technology as infrastructure capable of maintaining securities ownership records. The SEC announced the proposal on September 1 under file number S7-2026-30, marking the first comprehensive rewrite of rules governing registered transfer agents since many of those requirements were established in the late 1970s and early 1980s.
Transfer agents occupy a critical position in U.S. securities infrastructure. They maintain official shareholder records, register transfers between investors, monitor securities issuance and frequently handle dividends, interest payments, redemptions and other corporate actions. SEC Chairman Paul Atkins said the proposal would modernize those rules to reflect current operations, specifically citing electronic communications and blockchain technology used in securities offerings and share transfers. The proposal is technology-neutral, however. Transfer agents would be permitted to use distributed ledgers but would not be required to adopt blockchain.
Blockchain Can Become Part of the Official Ownership Record The distinction is important because tokenizing a stock does not automatically establish legal ownership of the underlying security. For issuer-sponsored tokenized securities, blockchain infrastructure can instead become part of the official master securityholder file maintained by an issuer or its registered transfer agent. SEC staff had already clarified that approach before Tuesday’s proposal.
Its distributed-ledger guidance says a registered transfer agent may use blockchain as its official master securityholder file, or as one component of that file, provided all federal recordkeeping, reporting, examination and safeguarding requirements are satisfied. A separate duplicate ownership database maintained entirely off-chain is not necessarily required. Personal information can remain in private databases while blockchain records store information including wallet addresses, balances, ownership percentages, purchase dates and transaction identifiers.
The September proposal would modernize the regulatory framework surrounding those systems. Transfer agents would need to maintain records that can be immediately produced to SEC examiners in human-readable and reasonably usable electronic formats and establish systems for recovering information that becomes damaged, altered or lost.
