SEC’s Peirce Warns Tokenized Stocks Remain Subject to Federal Securities Law

US Securities and Exchange Commission Commissioner Hester Peirce said on 9 July that blockchain-based versions of stocks, bonds or other assets remain subject to existing federal securities laws. “Tokenized securities are still securities,” she wrote, adding that issuers, intermediaries and traders must follow the same registration, disclosure and anti-fraud rules that apply to their off-chain equivalents.

Peirce acknowledged the efficiency gains tokenization could bring but stressed that the technology “does not have magical abilities to transform the nature of the underlying asset.” She warned that structures in which a custodian wraps third-party securities and issues tokens introduce counterparty risk and that some formats could be deemed “receipts for a security” or “security-based swaps,” which face restrictions on off-exchange retail trading.

The guidance arrives as financial firms accelerate tokenization efforts. Reuters reported that Coinbase has asked the SEC for permission to offer tokenized equities, while data provider RWA.xyz shows Solana-based xStocks tokens recently climbed past about $50 million in market value. Peirce said the Commission is willing to consider tailored exemptions and rule updates, but urged companies to consult staff early and ensure full compliance with existing safeguards.

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