SEC proposes first major transfer-agent rule overhaul since late 1970s

  • SEC proposes transfer-agent rules allowing distributed ledger technology for securities records and transfers
  • Sept. 1 proposal marks first significant revision since the late 1970s
  • Fairmint urges on-chain cap tables become official ledgers under Exchange Act Section 17A

The U.S. Securities and Exchange Commission proposed its first significant revision to securities transfer-agent rules since the late 1970s on Sept. 1, allowing transfer agents to use distributed ledger technology to record and transfer securities. The proposal emphasizes preventing fragmented ownership data arising from token wrapping, special-purpose vehicles, broker ledgers and offline databases. Industry participants including Fairmint argue that on-chain cap tables should serve as the official ledger under Section 17A of the Exchange Act, rather than tokens functioning only as wrappers for off-chain equity. Stakeholders are also urging the SEC to distinguish native on-chain registration from off-chain asset-token models in Form TA-2, modernize holder-identification methods and recognize smart contracts as tools for automating compliance and restricting transfers. Transfer agents maintain official ownership records, process transfers and restrictions, and support the national clearing and settlement system through work with the Depository Trust and Clearing Corporation.

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