SEC proposes first major transfer agent rule overhaul in 40 years, addressing tokenization

On September 1, 2026, the U.S. SEC proposed its first major overhaul of transfer agent rules since the late 1970s and early 1980s. The 421-page proposal modernizes registration and reporting for approximately 273 U.S. transfer agents. Crucially, the update addresses blockchain recordkeeping and tokenized securities, introducing Form TA-2 reporting for distributed ledgers and proposing Rule 17ad-31 to enforce transfer restrictions onchain. SEC Commissioners Hester Peirce and Mark T. Uyeda noted the rules were over a decade in the making, opening a 60-day public comment window.

Transfer agent rule modernization

• ▪The Securities and Exchange Commission's proposal would reframe the transfer agent safeguarding rule as a risk-management requirement covering cybersecurity and business continuity.
• ▪The U.S. Securities and Exchange Commission proposed updates on September 1, 2026, to modernize rules and forms governing registered transfer agents.
• ▪The Securities and Exchange Commission's proposed rules would establish a 60-day public comment period starting from the date of the proposal's publication in the Federal Register.
• ▪The September 1, 2026, proposal represents the first major substantive overhaul of U.S. transfer agent regulations since the late 1970s and early 1980s.

Blockchain recordkeeping requirements

• ▪The Securities and Exchange Commission's proposal asks the public how to treat records held solely on a ledger that a transfer agent does not exclusively control.
• ▪The Securities and Exchange Commission's proposed additions to Form TA-2 would require transfer agents to report how many issues maintain their master securityholder file on a distributed ledger.
• ▪The Securities and Exchange Commission's proposal explicitly invites public comment on how transfer agent rules should account for blockchain-based recordkeeping and distributed ledger technology.

Tokenized securities framework

• ▪The Securities and Exchange Commission's proposal asks the public how digital wallets should be treated compared to traditional physical addresses and what fraud risks emerge from onchain transactions.
• ▪The Securities and Exchange Commission's Proposed Rule 17ad-31 would establish stricter standards around restrictive legends on securities to enforce transfer restrictions directly.

Issuer-sponsored tokenization models

• ▪The Securities Transfer Association has advocated for prioritizing issuer-sponsored tokenization models that integrate directly into the official transfer agent register.
• ▪The Securities and Exchange Commission's proposed Form TA-2 updates would require transfer agents to split tokenized issues into issuer-sponsored and third-party-sponsored categories.

Commissioner Peirce rulemaking comments

• ▪Securities and Exchange Commission Commissioner Mark T. Uyeda criticized the agency's prior lack of rulemaking following a 2015 concept release, calling it a regulation-by-enforcement approach.
• ▪Securities and Exchange Commission Commissioner Hester Peirce stated that the transfer agent rule proposal was more than a decade in the making.