Mixing traditional and tokenized securities is allowed, maintaining the rights of investors. The SEC warns against third-party synthetic tokenizations, which complicate protection. The United States Securities and Exchange Commission (SEC) published a joint statement on tokenized securities on January 28, 2026. The document, prepared by its Corporate Finance, Investment Management, and Trading and Markets divisions, clarifies the application of federal securities laws to tokenized assets. The statement states that the format in which a security is issued does not affect the application of the federal securities laws. The agency defines to a tokenized value as a financial instrument represented as a cryptoasset, with ownership registered in whole or in part on a blockchain or more cryptoasset networks. This refers to real world assets or RWAs that allow a group of investors to have joint ownership through the tokenization and trading of an asset. As the BitcoinDynamic Cryptopedia explains, these are cryptographic tokens that represent tangible assets that exist outside the digital realm. These include works of art, real estate, raw materials or merchandise. They also represent intangible assets such as bonds, patents, copyrights, credits and concessions.
They meet the same standards as traditional values
The SEC indicates that tokenized securities, issued by or on behalf of the issuer, remain subject to the same regulatory obligations as securities traditional. Which includes registering offers and sales under the Securities Act, or qualifying for an exemption, as well as periodic disclosure of information and investor protection. The agency explains that when the issuing company itself (for example, a company that issues stocks or bonds) decides to use a distributed ledger (DLT) to keep track of who owns those securities, there are two main ways to do it: Onchain, which is when a blockchain becomes the official record of owners. Off-chain, which is when a blockchain only serves as a token or auxiliary copy, and the main record remains the traditional one (paper, private database or software).
In both cases, the movement is seen for the agency as a technological update. And about this he clarifies that this nothing changes in the laws. The security is still a regulated security, and the company must follow exactly the same registration, disclosure and investor protection rules as if it were not using a blockchain.
Some members of the cryptocurrency community highlight that the SEC’s guidance on tokenized securities rewards actual adoption of regulated RWAs, citing cases of integration at Kraken and Revolut as practical evidence.
Third Party Sponsored Tokenized Securities
The SEC identifies two models observed in the market, considering cases in which a third party, not affiliated with the issuer, tokenizes securities. The first is the custodial model, where the third party holds the underlying security in custody (often through a designated custodian) and issues a tokenized asset that represents a claim or right indirect on that value. In this case, the token holder does not directly own the original financial instrument, but rather an interest through the third party. The second model is the synthetic one, where the third party issues its own instrument that provides economic exposure to the referenced security (variations in price, performance or related events). all this without conferring ownership or rights such as voting, dividends or access to information about the underlying issuer. The agency warns that these two models expose the owner to additional risks, such as the insolvency of the third party, which would not affect a direct holder of the original value. However, they continue to be classified as securities (or regulated derivatives) under federal law, which also involves registration requirements or exemptions, as well as disclosure obligations. The document clarifies that its content is based on opinions of the personnel involved in the preparation of this recommendation, and does not constitute an official standard of the Commission. For that reason, invites formal consultations to the corresponding divisions.
Tokenization under the world’s spotlight
This SEC ruling comes in a moment of effervescence for tokenization on Wall Street. There are large financial institutions, such as JPMorgan and Citadel, already immersed in the development of onchain infrastructures for traditional securities and participating in recent regulatory discussions. The clarity provided by the US agency seeks to facilitate regulatory compliance in this emerging space, without undermining the fundamental framework of investor protection. The topic is part of a growing trend of adoption, as revealed during the World Economic Forum recently held in Davos, according to reports from BitcoinDynamic. And while the tokenization of real-world goods and assets gains momentum, it is evident that the stance of regulators tends to remain firm. They maintain that economic substance and investor protection will always prevail about the technological form.
