SEC Plans Blockchain Update to Decades-Old Transfer Agent Rules

The U.S. Securities and Exchange Commission on September 1 proposed an overhaul of rules and forms for registered transfer agents that would account for electronic communications and blockchain technology in securities offerings and share transfers. The proposal would be the agency’s first substantive update to the framework since the rules were adopted in the late 1970s and early 1980s, according to the SEC.

The immediate next step is public consultation: comments on the proposal will be accepted for 60 days after it is published in the Federal Register.

Blockchain recordkeeping enters the transfer-agent framework

Transfer agents perform securities-recordkeeping functions, making their rules relevant to how ownership and transfers are administered. Under the proposal, the SEC would revise its framework to recognize electronic and blockchain-based recordkeeping, as well as uncertificated securities.

The change would formally bring those methods into rules drafted long before blockchain-based systems featured in securities infrastructure. The SEC’s fact sheet describes the revisions as part of a broader modernization of transfer-agent regulation rather than a standalone rule for digital assets.

Operating controls accompany modernization

The proposed changes would also add requirements on turnaround times, risk management, inactive securityholders, compliance and restrictive legends. Those elements indicate that the SEC’s initiative extends beyond recognizing new recordkeeping technology.

Restrictive legends are notices associated with limits on the transfer of a security. The SEC has not adopted the proposal, and its final form could change after the comment process.

Tokenized securities and the comment period

The proposal arrives as transfer agents increasingly support tokenized securities and blockchain-based systems, according to The Block, which reported on the SEC’s 421-page rule change.

Interested parties can submit comments for 60 days following Federal Register publication, according to the SEC’s rulemaking notice.

Disclaimer: This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.