---
title: "Tokenized stocks: what they are, whether they are legal and the risks"
url: "https://www.unknowngravity.com/en/articulos/tokenized-stocks"
site: Unknown Gravity
published: "2026-10-14T01:58:31+00:00"
modified: "2026-10-14T02:07:50+00:00"
language: en-US
description: "Tokenized stocks are company shares, or claims linked to shares, recorded as tokens on a blockchain. In the United States they remain securities under federal law, and in the European Union they are…"
section: "Home > Security, regulation and legal > Tokenized stocks: what they are, whether they are legal and the risks"
---

# Tokenized stocks: what they are, whether they are legal and the risks

**Tokenized stocks are company shares, or claims linked to shares, recorded as tokens on a blockchain. In the United States they remain securities under federal law, and in the European Union they are generally financial instruments under MiFID II, not crypto-assets under MiCA.** What a buyer actually owns depends on who issues the token: the company itself, an intermediary that holds the real share on the buyer’s behalf, or a third party that only tracks the share’s price.

This guide explains the three models, how US and EU law treat them as of October 2026, and what an investor should check before buying. It is general information, not investment advice.

## What are tokenized stocks?

**A tokenized stock uses a blockchain token to record or represent a share. The token is only the format: the legal right behind it decides what you own.** The SEC staff and the SEC’s Office of Investor Education and Assistance describe three models ([Statement on Tokenized Securities, January 28, 2026](https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities); [Investor.gov](https://www.investor.gov/introduction-investing/investing-basics/investment-products/tokenized-securities)):

| Model | Who issues the token | What the holder has | Rights against the company |
| --- | --- | --- | --- |
| Issuer-sponsored | The company itself or its agent | The share itself, recorded on a blockchain. The company may keep its shareholder register on one or more crypto networks | The same as a traditional share of the same class (the tokenized shares can also be a separate class) |
| Custodial | A third party that holds the underlying share | A security entitlement to the share, as when you hold stock through a broker-dealer | The same rights and benefits as a shareholder, exercised through the intermediary |
| Synthetic | A third party unrelated to the company | A linked security or a derivative whose price follows the referenced stock | None: the holder has no claims against the company whose stock is referenced |

**The difference matters most with third-party tokens.** Investor.gov warns that the rights of a synthetic token holder “may differ significantly” from those of a traditional owner of the stock. And according to the SEC staff statement, a synthetic token structured as a security-based swap cannot be sold to anyone who is not an eligible contract participant unless it is registered and traded on a national securities exchange.

## Are tokenized stocks legal in the US?

**Yes, as long as they comply with the securities laws: putting a stock on a blockchain does not change its legal nature.** In an interpretation issued on March 17, 2026 and in effect since March 23, 2026, the Commission itself, not only its staff, states that a “digital security” is a tokenized security and that an on-chain or off-chain format does not alter its status as a security ([Release 33-11412 / 34-105020, 91 FR 13714](https://www.federalregister.gov/documents/2026/03/23/2026-05635/application-of-the-federal-securities-laws-to-certain-types-of-crypto-assets-and-certain)). In practice:

- **Offering.** Selling tokenized shares is an offering of securities: it is registered with the SEC or relies on an exemption, such as Rule 506 of Regulation D (17 CFR 230.506).
- **Trading.** A platform that brings together the orders of multiple buyers and sellers, and uses established, non-discretionary methods under which those orders interact, is an exchange under Rule 3b-16 (17 CFR 240.3b-16). It must register as an exchange or operate as an [alternative trading system (ATS)](/en/glosario/alternative-trading-system-ats), whose operator must be a registered broker-dealer (17 CFR 242.301(b)(1)).
- **Ownership record.** For securities registered under Section 12 of the Exchange Act, such as listed stocks, whoever acts as [transfer agent](/en/glosario/transfer-agent) must be registered with the SEC (Exchange Act Section 17A(c)(1)). The SEC staff accepts that a registered transfer agent may use a blockchain as its official master securityholder file (Trading and Markets FAQ, Q11: a staff view, not binding). A proposal published on September 4, 2026 would update the transfer agent rules to permit, without requiring, the use of blockchain; comments close on November 3, 2026 (Release 34-106246).

### The milestones, and what kind of act each one is

| Date | What happened | Legal nature |
| --- | --- | --- |
| Dec. 11, 2025 | No-action letter to DTC for a tokenization service: participants can record security entitlements on a blockchain for Russell 1000 stocks, Treasuries and major index ETFs. Cede & Co. remains the registered holder | Staff no-action letter; it lapses three years after the service launches |
| Jan. 28, 2026 | Statement on Tokenized Securities (the three models above) | Staff statement, not binding |
| Mar. 17, 2026 | Interpretation on crypto assets: digital securities are securities | Commission interpretation, in effect since March 23, 2026 |
| Mar. 18, 2026 | Nasdaq rule change to trade securities in tokenized form: same CUSIP, same rights, same order book, linked to the DTC pilot | Commission order approving an exchange rule (Release 34-105047) |
| Apr. 9, 2026 | NYSE files a rule for tokenized securities (SR-NYSE-2026-17) | Effective on filing, with no approval order |
| Sep. 17, 2026 | “Innovation exemption” for tokenized NMS stocks | Commission exemptive order (Release 34-106402), in effect until September 17, 2031 |

### The innovation exemption covers only tokenized NMS stocks

**The exemption is a Commission order, not a rule, and its limits matter as much as its scope.** The order of September 17, 2026 (Release 34-106402; File 4-927; 91 FR 60168, September 22, 2026), issued under Section 36(a)(1) of the Exchange Act, exempts Tokenized Securities Venues (TSVs) that run permissioned automated market maker pools from the definition of “exchange”, and certain liquidity providers from the definition of “dealer”. It applies from September 17, 2026 to September 17, 2031 ([text of the order](https://www.sec.gov/files/rules/exorders/2026/34-106402.pdf)):

- It covers only Tokenized NMS Stock, tokenized by the issuer or by a third party, with the same rights as the underlying stock. Synthetic tokens, rights and warrants are excluded.
- There is no primary issuance on a TSV.
- The smart contracts run on a public, permissionless blockchain, and the TSV must be a US person.
- There are caps: Tier 1, up to 75 symbols and 0.25% of average daily volume; Tier 2, up to 250 symbols and 2.5%.
- If a third party tokenizes a stock, it must notify the issuer 30 days in advance, and the issuer may object.
- It does not settle the registration status of the participants, and it does not apply to tokens issued under Regulation D.

Congress has not changed this framework. The market structure bill, H.R. 3633 (the CLARITY Act), is not law: on September 15, 2026 the Senate failed to invoke cloture, 49-50.

## How tokenized stocks are regulated in the EU and Spain

**In the EU a tokenized share is a financial instrument: MiFID II applies and MiCA does not.** The MiFID II definition of financial instrument expressly includes instruments issued by means of distributed ledger technology (Directive 2014/65/EU, art. 4(1)(15), as amended by art. 18 of Regulation (EU) 2022/858), and MiCA does not apply to crypto-assets that qualify as financial instruments (Regulation (EU) 2023/1114, art. 2(4)(a)). A token that only tracks a share’s price is not a share, but depending on its design it can be a derivative or a contract for difference, which are also financial instruments (MiFID II, Annex I, Section C, points 4 and 9). The full comparison is in [MiCA vs. MiFID II](/en/articulos/mica-vs-mifid-ii).

- **Trading and settlement on a blockchain.** The [DLT Pilot Regime](/en/glosario/regimen-piloto-dlt) (Regulation (EU) 2022/858, applicable since March 23, 2023) lets authorized infrastructures trade and settle tokenized instruments with targeted exemptions. For shares, it is limited to issuers with a market capitalization below €500 million (art. 3(1)). ESMA’s current list shows six authorized DLT market infrastructures, one of them in Spain: the Securitize Europe DLT TSS, authorized by the CNMV on November 26, 2025.
- **A proposal, not yet law.** The European Commission proposal of December 4, 2025 (COM(2025) 943) would open the pilot regime to all financial instruments and remove the limits by instrument. As of October 13, 2026 it is awaiting a vote in the European Parliament’s committee.
- **Spain.** Law 6/2023 allows negotiable securities to be represented on distributed ledgers (art. 6.1). The issuer appoints an [ERIR](/en/glosario/erir-entidad-de-registro-e-identificacion-registral), the entity responsible for the register, which must be authorized for the custody and administration of financial instruments (arts. 8.4 and 126.a); if the securities are admitted to a DLT market infrastructure, that infrastructure takes on the responsibility (art. 8.5). Only shares, such as those of a sociedad anónima, can be tokenized as securities: the participations of a sociedad limitada are not securities (art. 92.2 of the Spanish Companies Act).

## Risks for investors: what to check before buying

**The main risk is not the blockchain: it is buying a token without knowing which of the three models it follows.** These questions are general information, not investment advice:

- **What exactly do I own?** The share, an entitlement held through an intermediary, or a synthetic exposure with no claim against the company.
- **Who stands behind the token?** In the custodial and synthetic models you depend on the third party that holds the share or issues the token: its solvency, its custody arrangements and its terms.
- **Do dividends, votes and corporate actions reach me?** Check the offering documents. A synthetic token gives no rights against the company.
- **Where is it traded, and is the firm registered?** In the US, check the firm on FINRA BrokerCheck and on the SEC’s Investor.gov; in the EU, in the register of the national supervisor, such as the CNMV in Spain.
- **Can I sell it, and to whom?** Many tokens restrict transfers to eligible holders, and a security-based swap cannot be sold to someone who is not an eligible contract participant outside a registered exchange.
- **Who controls the keys?** If the token sits in your own wallet, losing the keys can mean losing access; if a platform holds it, you depend on that platform.

## How a company tokenizes its own shares

**For an issuer, tokenizing shares is a securities offering on new infrastructure, so the work starts with counsel, not with code.** The usual sequence:

- Choose the market and the route: in the US, registration or an exemption, with US securities counsel; in Spain, the share issue, the ERIR and, for a public offering, a prospectus or an exemption (Regulation (EU) 2017/1129, art. 3).
- Define the transfer rules the token must enforce: who may hold it, in which countries and with what limits. Standards such as [ERC-3643](/en/articulos/erc-3643-estandar-security-tokens) check every transfer against an identity registry.
- Decide who keeps the official register: a registered transfer agent for Section 12 securities in the US, the ERIR or a DLT market infrastructure in Spain.
- Connect the intermediaries the offering needs: a broker-dealer or an ATS in the US; an investment firm and, for trading, a DLT market infrastructure in the EU.

The US side is covered step by step in our guide to [asset tokenization in the United States](/en/articulos/asset-tokenization-in-the-united-states).

## Frequently asked questions

### What are tokenized stocks?

Tokens on a blockchain that record a company’s shares or represent a claim linked to them. They can be issued by the company itself, by an intermediary that holds the real share, or by a third party that only tracks its price, and each model gives different rights.

### Are tokenized stocks legal?

Yes, if they comply with securities law. In the US the SEC treats tokenized securities as securities (Release 33-11412), so offering and trading them follows the same rules as traditional stock. In the EU they are financial instruments under MiFID II. The technology does not make lawful a token that is offered or traded outside those rules.

### Do tokenized stocks pay dividends and carry voting rights?

Only if the model gives you the share or an entitlement to it. Issuer-sponsored tokens carry the rights of their class, and custodial tokens pass them on through the intermediary. Synthetic tokens give no claims against the company.

### Does the SEC’s innovation exemption let any platform trade tokenized stocks?

No. The order of September 17, 2026 covers only tokenized NMS stocks with the same rights as the stock, traded on Tokenized Securities Venues that meet its conditions, with volume caps and no primary issuance. It excludes synthetic tokens and does not apply to Regulation D tokens.

### Is a tokenized stock a crypto-asset under MiCA?

No. MiCA does not apply to crypto-assets that qualify as financial instruments (art. 2(4)(a)), and a share issued on a blockchain is a financial instrument under MiFID II.

## How we work

Unknown Gravity is a Spanish tokenization technology and blockchain infrastructure company. For companies that want to [tokenize their shares](/en/servicios/convierte-tus-acciones-en-tokens), we build the platform, the smart contracts and the integrations, and we work alongside the client’s US securities counsel and its registered intermediaries (transfer agent, broker-dealer or ATS), or its lawyers and the ERIR in Spain. We are not a broker-dealer, transfer agent, investment adviser, ERIR or law firm.

## Official sources

- [SEC and CFTC: Application of the Federal Securities Laws to Certain Types of Crypto Assets, Release 33-11412 (Federal Register, March 23, 2026)](https://www.federalregister.gov/documents/2026/03/23/2026-05635/application-of-the-federal-securities-laws-to-certain-types-of-crypto-assets-and-certain)
- [SEC staff: Statement on Tokenized Securities (January 28, 2026)](https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities)
- [Investor.gov (SEC): Tokenized Securities](https://www.investor.gov/introduction-investing/investing-basics/investment-products/tokenized-securities)
- [SEC: exemptive order for Tokenized Securities Venues, Release 34-106402 (September 17, 2026)](https://www.sec.gov/files/rules/exorders/2026/34-106402.pdf)
- [SEC: order approving Nasdaq’s rule change for securities in tokenized form (Federal Register, March 23, 2026)](https://www.federalregister.gov/documents/2026/03/23/2026-05563/self-regulatory-organizations-the-nasdaq-stock-market-llc-order-approving-a-proposed-rule-change-as)
- [Directive 2014/65/EU, MiFID II (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32014L0065)
- [Regulation (EU) 2022/858, DLT Pilot Regime (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32022R0858)
- [Spanish Law 6/2023 on Securities Markets and Investment Services (BOE, in Spanish)](https://www.boe.es/buscar/act.php?id=BOE-A-2023-7053)

*Framework verified as of October 13, 2026.* Planning to issue your company’s shares on a blockchain? [Talk to us](/en/meeting).