The US Securities and Exchange Commission's Division of Corporation Finance has issued the first formal federal statement specifically addressing tokenised securities, clarifying that tokenisation does not alter a security's legal status and that all offers and sales must comply with existing registration or exemption requirements under US securities law.
The statement establishes that a tokenised security is still a security — subject to the same disclosure, registration, and investor protection requirements as its conventional equivalent. This is a clarification rather than a new regulatory framework, but its significance lies in providing the first explicit federal guidance that tokenised securities issuers and platforms can rely on when structuring products and compliance programmes.
The practical implication is that the path to compliant tokenised securities in the US runs through existing securities law rather than a new bespoke regulatory regime. For issuers and platforms that have been waiting for regulatory clarity before committing to tokenised securities infrastructure, the statement removes one significant source of uncertainty — even as it confirms that the compliance burden remains unchanged.
The statement arrives as NYSE and ICE are developing tokenised securities infrastructure and F/m Investments seeks SEC approval for the first tokenised registered ETF — suggesting the regulatory and commercial timelines are converging.