SEC Clarifies Custody Framework for Tokenized Stocks Under Existing US Securities Rules

[Washington, United States] – December 17, 2025

The US Securities and Exchange Commission (SEC) has outlined how tokenized stocks and bonds can be held and managed within existing securities regulations, signaling that blockchain-based securities will be governed by traditional market safeguards rather than new crypto-specific rules. The guidance focuses on broker-dealer custody and customer protection standards, reinforcing the SEC’s approach to integrating

Earlier coverage: Binance Signals Move Into Tokenized Stock Derivatives With New API Update

tokenization into established financial infrastructure.

The clarification was issued by the SEC’s Division of Trading and Markets, which said it would not object to broker-dealers treating certain crypto asset securities as being in their possession under current customer protection rules, provided specific operational and governance conditions are met. The statement applies to tokenized equities and bonds that qualify as securities, not to cryptocurrencies that fall outside securities laws.

Key details of the SEC guidance

At the center of the SEC’s position is Rule 15c3-3, commonly known as the customer protection rule. This regulation requires broker-dealers to maintain control or physical possession of fully paid customer securities. According to the division, crypto asset securities recorded on a blockchain may satisfy this requirement if broker-dealers retain exclusive control over the private keys used to access and transfer those assets.

Under the guidance, customers, affiliates, or third parties should not be able to move or transfer tokenized securities without the broker-dealer’s authorization. Firms are also expected to implement safeguards addressing blockchain-specific risks, including network disruptions, forks, airdrops, and potential security attacks, as well as compliance with lawful seizure or transfer orders.

Background and regulatory context

The SEC emphasized that the guidance is not a new rule but an interpretation of how existing regulations apply to tokenized securities. The approach reflects the agency’s long-standing view that assets representing securities remain securities regardless of the technology used to issue or settle them.

This position contrasts with crypto-native models that emphasize self-custody and permissionless access. Instead, the SEC’s framework places customer protection and market integrity ahead of decentralized custody practices when securities are involved.

Impact on market participants

For broker-dealers and financial institutions, the guidance provides a clearer path to offering tokenized stocks and bonds without waiting for new legislation. It also signals that firms seeking to offer these products must align with traditional custody, compliance, and risk management standards.

For developers and crypto platforms, the framework may limit fully decentralized designs for tokenized equities but offers regulatory certainty that could support institutional participation. Users may gain access to blockchain-based securities within familiar regulatory protections, though without direct self-custody.

Official perspectives and related discussions

On the same day, SEC Commissioner Hester Peirce issued a separate statement highlighting unresolved questions around trading tokenized securities. She pointed to challenges for national securities exchanges and alternative trading systems, particularly when trading pairs include both securities and non-securities. Her remarks suggest ongoing debate about how existing market structure rules apply to blockchain-based trading venues.

What comes next

The SEC’s guidance arrives as exchanges and platforms accelerate work on tokenized equities. Nasdaq has stated its intention to collaborate with regulators on tokenized stock offerings, while firms such as Securitize and Coinbase have announced plans to expand onchain securities trading within compliant frameworks.

Further clarification is expected as market participants respond to the guidance and as the SEC continues to evaluate how blockchain-based securities fit within US market structure rules.