SEC proposes new rules for blockchain-based share records

The U.S. Securities and Exchange Commission (SEC) has proposed new rules to update how transfer agents handle electronic and blockchain-based share records. The changes aim to modernize recordkeeping, risk management, and compliance for firms using blockchain systems.

What the proposal includes

• Updates to record retention rules to create a single period for most transfer agent records.
• Modernized rules for electronic systems and third-party recordkeepers.
• New requirements for written policies to safeguard securities, manage risks, and ensure business continuity.
• Explicit recognition of blockchain-based recordkeeping and uncertificated securities.

Why blockchain is addressed

The SEC notes that current rules do not fully cover risks like data integrity, cybersecurity, and operational challenges tied to blockchain and distributed-ledger systems. The proposal seeks to close these gaps by requiring transfer agents to manage these risks explicitly.

Official statements

SEC Chair Paul Atkins said the proposal would “streamline and modernize the Commission’s rules to reflect transfer agents’ current processes and operations, including the use of electronic communications and blockchain technology.”

Commissioner Hester Peirce added that the rules reflect a shift away from paper certificates and toward tokenized shares, raising questions about whether future identifiers like email or digital wallet addresses could replace traditional names and physical addresses.

Next steps

The proposal is not yet in effect. The SEC will open a 60-day public comment period once the proposal is published in the Federal Register. The exact deadline for comments is not yet set.

Background

In May 2025, the SEC’s Division of Trading and Markets issued nonbinding guidance stating that a registered transfer agent could use distributed ledger technology (a type of blockchain) for its official shareholder records, provided it met existing federal requirements. The guidance clarified that transaction details could be stored on the blockchain while private information, such as names and tax IDs, could remain in off-chain systems.

Sources

• The Defiant
• SEC Fact Sheet
• SEC Proposing Release
• SEC Announcement
• SEC Staff FAQ (May 2025)
• SEC Voting Record