SEC Proposes First Transfer Agent Rule Overhaul Since the Late 1970s

SEC Proposes First Transfer Agent Rule Overhaul Since the Late 1970s

A tokenization company we’ve covered before just signed a deal with one of the world’s most aggressive crypto regulators. The same week, the SEC proposed rewriting transfer agent rules that predate the fax machine, this time with blockchain recordkeeping built in. Different institutions. Same direction: tokenized securities getting real regulatory plumbing instead of workarounds.

Follow-Up: Securitize Signs Tokenization MOU With Dubai’s VARA

Securitize Corp. (NYSE: SECZ) signed a Memorandum of Understanding with Dubai’s Virtual Assets Regulatory Authority on September 3. The MOU covers five areas: ecosystem development, regulatory engagement, talent attraction, market education, and data-driven research. VARA and Securitize will evaluate tokenization projects the regulator initiates directly, alongside private deployments already operating in the emirate. Nothing in the agreement is binding. CEO Carlos Domingo called tokenization “mainstream financial infrastructure” at this point, framing regulatory cooperation as the next necessary step.

The deal lands three weeks after Securitize’s rocky first earnings report as a public company, when shares fell over 20% despite record tokenized assets under management. That number keeps climbing. Securitize now manages roughly $5 billion in tokenized assets, per the company’s own release, matching the record it said it had just crossed back in mid-August. VARA has positioned itself as one of the more aggressive crypto regulators globally since its 2022 founding. A formal relationship with a platform Securitize’s size gives Dubai a direct line to a company that already handles BlackRock’s BUIDL fund.

SEC Proposes First Transfer Agent Rule Overhaul Since the Late 1970s

The SEC proposed an overhaul of transfer agent rules on September 1, its first substantive update to that framework since the late 1970s and early 1980s. Transfer agents handle the unglamorous plumbing of securities markets: tracking ownership, processing transfers, managing dividends. About 273 of them are currently registered in the US. The proposal explicitly asks how blockchain-based recordkeeping should fit into that structure, including how digital wallets compare to traditional physical addresses and what fraud risks emerge from onchain transactions.

The centerpiece for crypto markets is Proposed Rule 17ad-31, which would set stricter standards for restrictive legends on securities, potentially enforced through smart contracts. The SEC describes its approach as technology-neutral. The rule doesn’t mandate blockchain. It builds a lane for firms already using it. Two companies already operate as onchain transfer agents under existing rules: Injective Institutional Services, registered in August, and Superstate, registered in March 2025 for its tokenized government securities and crypto carry funds. Public comments are open for 60 days once the proposal publishes in the Federal Register, which hadn’t happened as of this writing.

SECZ, SEC Transfer Agent Rule: Forward-Looking FAQ

Securitize’s VARA agreement is a non-binding MOU. What would have to happen for it to turn into actual Dubai business? 

VARA and Securitize would need to formally initiate a specific tokenization project under the MOU’s framework, something neither side has announced yet. MOUs of this type typically precede a licensing or partnership announcement by months, not weeks, if they lead anywhere concrete at all.

Does the SEC’s transfer agent proposal require any company to switch to blockchain-based recordkeeping? 

No. The SEC explicitly calls its approach technology-neutral, meaning it accommodates firms already using blockchain rather than mandating it. Traditional transfer agents using conventional databases face no new obligation to adopt distributed ledger systems.

The transfer agent proposal and the SEC’s separate Regulation Crypto Assets proposal from last month both touch tokenization. Are they part of the same rulemaking? 

No, they’re separate proposals addressing different parts of securities law. Regulation Crypto Assets deals with how crypto tokens get offered and sold. The transfer agent overhaul deals with how ownership records get kept and transferred after a security already exists. Both need to clear their own comment periods independently.

Sources

Editorial Disclosure

Securities discussed: Securitize Corp. (NYSE: SECZ). aktiego.com has not received any compensation from any company mentioned, their management, investor relations representatives, or any third party. No staff member or principal of aktiego.com holds a position in any security mentioned at the time of publication.

These are speculative investments carrying significant risk including potential total loss of capital. Coverage on aktiego.com is provided for informational and educational purposes only. aktiego.com is not a registered investment advisor. Nothing in this article constitutes financial, investment, or professional advice. Readers are encouraged to conduct their own due diligence and consult a qualified financial advisor before making any investment decisions. For more information please see our full DISCLAIMER.

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