SEC proposes allowing blockchain as official shareholder ledger under transfer-agent control

  • The SEC proposed allowing blockchain or other distributed ledgers to serve as a company’s official master securityholder file.
  • A recordkeeping transfer agent would retain exclusive control and responsibility for the official file, regardless of the technology used.
  • The proposal would still require each holder’s full name and physical mailing address, while Atkins called it historic for U.S. crypto leadership.

The U.S. Securities and Exchange Commission has proposed its first major overhaul of transfer-agent rules since the late 1970s and early 1980s, allowing blockchain or other distributed-ledger technology to serve as a company’s master securityholder file, or part of it, while regulated transfer agents retain control of official ownership records. Announced on September 1, 2026, the package would modernize paper-era registration, reporting, recordkeeping, transfer processing, cybersecurity, asset-safeguarding, and restrictive-legend requirements and expand reporting on tokenized securities as markets move toward T+1 and potentially same-day or real-time settlement. Transfer agents could maintain ownership files and process transfers on distributed ledgers without a separate blockchain framework, but new technology would not lift safeguarding, compliance, registration, or processing duties; digital ownership records would need to be replicable and show evidence of authorized modification so proof of ownership remains valid across digital intermediaries. The proposal would raise the business-expansion limitation threshold from 75% to 95% and require written policies for timely registration, cancellation, and processing under all operating systems, holding blockchain-based transfers to the same speed standards as traditional methods after agents currently must complete 90% of routine items within three business days. Chairman Paul S. Atkins described the SEC’s Regulation Crypto Assets proposal as a historic step toward cementing America as the crypto capital of the world. The rules would not mandate blockchain: agents could use conventional databases or distributed ledgers if systems remain secure, current, and accessible. One recordkeeping transfer agent would retain exclusive control over the official shareholder file and responsibility for its accuracy, security, and production to regulators. Shareholder full names and physical mailing addresses would still be required, so wallet addresses could supplement but not replace traditional identity fields. Comments are due 60 days after Federal Register publication, and existing rules remain in force until any final amendments are adopted.

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