The Securities and Exchange Commission is trying to rewrite a part of U.S. market infrastructure that it says has not been substantively updated since the first federal transfer-agent rules were adopted in the late 1970s and early 1980s.
The September 1 proposal would modernize how registered transfer agents keep ownership records, communicate with shareholders and handle securities in an increasingly electronic market. It also explicitly addresses blockchain-based recordkeeping at a time when tokenized equities are moving closer to the U.S. mainstream.
Investors and companies now have a firm date for responding. The Federal Register notice, published September 4, states that comments on File No. S7-2026-30 “should be received on or before November 3, 2026.”
What the SEC Proposed on September 1 and Why Now
SEC press release 2026-81 describes transfer agents as a key part of the national clearance and settlement system. They maintain records showing who legally owns securities, register transfers and perform other functions that connect issuers with their registered shareholders.
The proposal would amend existing transfer-agent rules and Forms TA-1 and TA-2, introduce two new rules and rescind one existing rule. The Commission is also proposing new requirements around processing times, risk management, compliance policies, restrictive legends and inactive securityholders.
There is a practical reason for the overhaul. The SEC recorded 253 Form TA-2 filers for 2025, but the infrastructure they operate bears little resemblance to the market for which the original rules were written. Modern agents use electronic databases, automated workflows and, increasingly, distributed ledgers rather than processing paper certificates manually.
Chairman Paul Atkins said the proposal is intended to reflect current transfer-agent operations, including the use of “electronic communications and blockchain technology” in securities offerings and share transfers.
The Rules’ Age, in the Commission’s Own Words
The age of the framework is central to the SEC’s case for changing it.
The Federal Register says the Commission first adopted most federal transfer-agent rules in the late 1970s and early 1980s, when most investors still held securities in certificate form. Although the SEC has made modest revisions and added rules since then, it says the core registration, processing, recordkeeping and safeguarding framework remains substantially unchanged.
More directly, the Commission says its transfer-agent rules “have not been substantively updated since the first rules were adopted in the late 1970s and early 1980s.”
Commissioner Mark Uyeda separately described the gap as roughly 40 years, pointing to a significant 1986 update and recalling a 2015 warning from commissioners that the rules had already become out of step with industry practice.
Blockchain Can Become Part of the Official Ownership Record
The proposal goes beyond simply allowing transfer agents to store old-style records electronically.
The SEC would expressly permit a blockchain or other distributed ledger to serve as the master securityholder file, or as one component of it. The proposal does not require blockchain use, but it would require the master securityholder file itself to be maintained electronically.
That distinction matters because the master securityholder file is the official record connecting registered shareholders with their securities positions.
Under the proposal, one registered transfer agent would remain ultimately responsible for maintaining that file for each securities issue, even where multiple systems, service providers or technologies are involved.
The SEC is also considering how blockchain records fit with traditional shareholder identity requirements. A digital wallet address could be recorded as identifying information for a holder of tokenized securities. The proposed text still requires a physical mailing address, but the Commission is asking whether it should instead permit other contact information, including an email address, phone number or digital wallet address.
FinanceFeeds examined that narrower issue on September 4 in The SEC Wants to Know Whether a Digital Wallet Can Count as a Shareholder Address.
The wider proposal now puts that question inside a formal rulemaking with a defined comment deadline.
Electronic communications appear elsewhere in the overhaul as well. The SEC notes that near-instantaneous communications and automated processes have replaced many of the mail-dependent workflows that existed when key rules were adopted in the early 1980s.
Who the Transfer-Agent Rewrite Would Affect
The rules directly regulate registered transfer agents rather than every public company or tokenization platform.
But the consequences extend to issuers because transfer agents maintain the official ownership records on which shareholder communications, distributions, corporate actions and transfers depend. Issuers that act as their own transfer agents can also fall directly within the framework when the statutory registration requirements apply.
Tokenization firms have a particularly direct interest.
The revised Form TA-2 would collect information on transfer agents’ use of distributed-ledger technology, including tokenized securities activity and the platforms and service providers involved. Jones Day lawyers said the proposal would permit DLT to form part or all of the master securityholder file while simultaneously expanding recordkeeping, cybersecurity and safeguarding requirements for agents operating in blockchain environments.
That issue has become more immediate since the proposal was published. On September 17, the SEC separately granted five-year conditional relief allowing qualifying Tokenized Securities Venues to facilitate trading in tokenized NMS stocks. Those tokens must provide the same rights as the equivalent conventional shares, while issuers must be given an opportunity to object to unaffiliated third-party tokenization.
The September 17 action governs trading venues rather than rewriting transfer-agent obligations, but together the two initiatives show the SEC building rules for both the trading and ownership-record sides of tokenized equities.
Comments Close November 3, and the Industry Is Already Filing
The comment process is already producing responses from companies operating on both sides of that transition.
The SEC docket shows submissions from Vertalo, LedgerLab, Stobox Technologies and others. Equity Stock Transfer and blockchain-focused transfer agent BlockAgent filed jointly on September 14.
The two firms supported the proposal’s technology-neutral approach and its recognition that blockchain can form part of the master securityholder file, saying the changes would provide “long-needed regulatory certainty” for tokenized securities. They nevertheless asked the SEC to clarify what “exclusive control” means when ownership records reside on public blockchain infrastructure.
That question may become one of the central technical issues in the rulemaking: whether a transfer agent can exercise legally sufficient control over an authoritative ownership record without controlling the blockchain network on which that record resides.
The Securities Transfer Association is another group to watch. It commented extensively on the SEC’s earlier 2015 transfer-agent review and continues to engage with regulators on transfer-agent infrastructure. Its October 28-30 annual conference includes a dedicated session on SEC transfer-agent rule modernization with Division of Trading and Markets Director Jamie Selway. As of September 18, however, the association does not appear among the commenters listed on the SEC docket for S7-2026-30.
That leaves more than six weeks for transfer agents, issuers, securities lawyers and tokenization firms to argue over the details.
The deadline is November 3. What emerges after it could determine whether blockchain remains an additional recordkeeping layer for U.S. securities—or becomes part of the regulated record of who actually owns the shares.
