The U.S. Securities and Exchange Commission on Thursday granted so-called tokenised securities venues a five-year conditional exemption from registering as stock exchanges, opening the door for blockchain platforms to list and trade tokenised shares. Citi analysts have estimated tokenisation could grow into a $5.5 trillion market by 2030, and Thursday’s order is the SEC’s first attempt to give that market a legal home.
The exemption, which SEC chairman Paul Atkins called the “Innovation Exemption,” only covers tokens that represent genuine ownership of the underlying stock, including dividend and voting rights, and explicitly excludes synthetic tokens that behave as derivatives without conferring ownership, a category that covers many of the offshore tokenised-equity products already on the market. Venues do not need formal SEC designation to use it. They only have to notify the regulator before opening, and give issuers 30 days’ notice before tokenising their securities.
The framing matters as much as the mechanics. Atkins described the exemption as something firms can use “in a permissioned environment today while the commission considers the need for additional action,” language that reads as an acknowledgement that this is scaffolding, not architecture. Banks and asset managers have spent over a year building tokenisation pilots hoping regulatory clarity would follow, and this gives them a five-year window to operate inside the rules rather than around them.
What Atkins has not said is what happens if durable rulemaking is not ready when the five years run out, or how the SEC intends to supervise a self-certifying venue in the meantime. For a regulator that spent years litigating whether tokens were securities, a system letting platforms open first and ask permission through a notice filing is a significant bet that nothing goes wrong before 2031.
