SEC proposes first transfer agent overhaul in 40 years, requiring disclosure of distributed ledger share registers via new Form TA-2.
Regulation & Gov ·
The Securities and Exchange Commission introduced proposed amendments to transfer agent regulations on Tuesday, marking the first comprehensive update since the early 1980s. The proposal centers on a new iteration of Form TA-2, which would require transfer agents to disclose the number of securities records they maintain on distributed ledgers and to categorize tokenized issues by sponsorship model—distinguishing between issuer-sponsored and third-party arrangements. Commissioner Hester Peirce characterized the effort as taking over a decade to develop, signaling the Commission's intent to modernize rules governing entities that hold official ownership records for securities.
The release reflects active market interest in bringing blockchain-native transfer agents into U.S. operations, with firms developing models for onchain recordkeeping, tokenized fund administration, and cross-chain operations. The proposal addresses several technical questions: how to handle records residing exclusively on ledgers the agent does not solely control, and whether agents can link wallet addresses and holdings to offchain identity and location records while ensuring onchain transfers synchronize with master file updates. Tokenization agents and distributed ledger platforms would join existing service-provider categories in regulatory oversight.
The comment period extends 60 days from Federal Register publication. Open questions remain about the treatment of records on ledgers outside the agent's exclusive control and the mechanics of maintaining dual onchain and offchain recordkeeping systems. SEC Chair Paul Atkins framed the revision as reflecting agents' evolving use of electronic and blockchain technologies, while Commissioner Mark T. Uyeda noted that prior enforcement-driven approaches lacked clarity and predictability as distributed ledger technology reshaped core operational models.