Guides · Jurisdictions 🇺🇸

Tokenization in the United States

The US is the clearest it has ever been: in January 2026 the SEC stated that the format a security is issued in — token or certificate — does not change its legal character or the rules that apply. That clarity cuts both ways: everything is permitted, and everything counts.

Rules as of July 10, 2026 · not legal advice

The short version

Tokenized securities are fully permitted in the US under the same laws as traditional ones. A private company raises under an exemption — Reg D 506(c) for verified accredited investors with open marketing, Reg S alongside it for non-US investors, Reg CF up to $5M via a registered portal, or Reg A+ up to $75M with SEC qualification. What you cannot do without a license: solicit and sell as an intermediary, run a trading venue, or keep the official ownership record as a business. That is why the sale runs through licensed broker-dealers — and why the token's transfer rules must enforce who may hold it.

The framework

Legal status

Settled. SEC staff statement (Jan 28, 2026): the technological format of a security does not alter its legal characterization — all federal securities laws apply to tokenized securities as-is.

Who regulates

The SEC (offers, sales, trading venues, transfer agents) and FINRA (broker-dealers). The SEC's Crypto Task Force published a regulatory map in Dec 2025 confirming no separate regime exists — or is needed.

Licensed roles

Selling to the public, matching buyers and sellers (ATS), maintaining the official securities record (transfer agent), and custody of customer assets each require registration. FINRA approved the first broker-dealer custody of tokenized securities in May 2026; Nasdaq won approval (Mar 2026) to trade tokenized forms of listed equities on its main order book.

Technology providers

An unregistered technology provider may build smart contracts, wallets, and records infrastructure — but may not effect transactions, solicit orders, or hold customer assets. (Stobox is structured exactly on this line: technology + preparation, with licensed partners conducting the sale.)

Placing the sale

A publicly marketed securities sale must be effected by a registered broker-dealer: Exchange Act § 15(a) makes it unlawful to 'effect transactions' in securities — soliciting investors, negotiating, handling the sale — without BD registration. So a generally-solicited Reg D 506(c) raise is placed through a registered broker-dealer or placement agent, while the tokenization provider supplies the issuance software and compliance rails. Reg CF must run through a FINRA-member funding portal or broker-dealer by statute.

Secondary trading (ATS)

After the raise, tokenized securities trade on an SEC-registered Alternative Trading System — a venue operated by a broker-dealer under Regulation ATS, such as tZERO's. The token's on-chain transfer restrictions (an allowlist of KYC'd, eligible, holding-period-cleared wallets) are what make on-chain secondary trades legal only through a venue that respects them: the ATS matches buyers and sellers, and the token contract enforces who may hold.

Transfer agent & the record

An SEC-registered transfer agent maintains the official ownership record (the Master Securityholder File). A May 2025 SEC staff FAQ was the turning point: a transfer agent may now use a blockchain as that official record — a reversal of the earlier position that limited DLT to an unofficial 'courtesy' copy — with personal data kept off-chain. The same guidance lets regular carrying broker-dealers, not just the little-used 'special purpose' broker-dealers, custody digital-asset securities; Securitize Markets became the first BD FINRA-cleared to custody tokenized securities in May 2026.

Investor verification

Accredited = $200K+ income ($300K joint) or $1M+ net worth excluding primary residence. 506(c) requires reasonable verification steps — reviewing tax forms or brokerage statements, or a letter from a CPA, attorney, registered BD, or adviser. A March 2025 SEC no-action letter simplified this: for offerings with minimums above $200K (individuals) / $1M (entities), the minimum itself plus written investor certifications can satisfy verification, with no invasive documentation.

Resales & lock-ups

Rule 144 applies: 6-month (reporting issuers) or 12-month (non-reporting) holding periods for restricted securities — enforced in a tokenized deal by the token's own transfer gating.

Common structure

A Delaware SPV or series LLC per asset; master-feeder structures where non-US issuers want US investors. Typical legal budget for a first tokenized offering runs well into five figures before the platform work starts.

Filings & operations

A Reg D raise means a federal Form D filed on EDGAR within 15 days of the first sale, plus state blue-sky notice filings in each investor's state — most via NASAA's Electronic Filing Depository, a few states still on paper — cheap individually but numerous. The issuer must also run bad-actor checks under Rule 506(d): a disqualifying event for any 'covered person' (directors, execs, 20%+ owners, placement agents) can void the exemption, so a reasonable factual inquiry is required. An SEC proposal (May 2026) to preempt state registration for registered offerings is pending, not adopted.

The exemption menu

Reg D 506(b)	Unlimited raise from accredited investors (+35 sophisticated non-accredited) — but no public marketing at all.
Reg D 506(c)	Unlimited raise, public marketing allowed, accredited investors only — with verification. The workhorse of tokenized private raises.
Reg S	Offers and sales outside the US, commonly run in parallel with a Reg D tranche; token transfer restrictions enforce the distribution-period geography.
Reg CF	Up to $5M per 12 months from the general public — but only through an SEC-registered funding portal or broker-dealer.
Reg A+	Tier 1 to $20M / Tier 2 to $75M from the general public, with SEC qualification and ongoing reporting — a 'mini-IPO' with real disclosure work.

For foreign issuers

A non-US company can reach US investors, but the exemption math is the same — most use a Delaware entity or master-feeder structure and a US broker-dealer for the sale.
Reg S lets a US-structured offering serve non-US investors in parallel, with the token itself enforcing who can hold during the compliance period.
Marketing into the US before verification rails are in place is the classic foot-fault — general solicitation under 506(b) voids the exemption.

Still in flux (July 10, 2026)

The SEC's 'Regulation Crypto' safe-harbor package (incl. a limited innovation exemption for tokenized public equities) was proposed in July 2026 — not final; scope may narrow.
State blue-sky preemption for registered offerings is proposed (May 2026), not adopted.
SEC–CFTC jurisdiction lines for commodity-backed tokens are still being drawn under 'Project Crypto'.

How Stobox fits

Stobox has run US-exempt tokenized raises since 2018 as a technology and preparation layer: Intelligence organizes the company record, Raisable prepares the Reg D / S / CF / A+ offering package from it and routes the sale to licensed broker-dealer partners (tZERO, Texture Capital, Silicon Prairie), and Compass issues ERC-7943 tokens whose transfer rules enforce accreditation and lock-ups on-chain. Stobox is not a broker-dealer, adviser, or law firm — the regulated sale always runs through licensed partners.

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Questions, answered

Are tokenized securities legal in the US?

Yes — and unambiguously so since the SEC's January 2026 staff statement: a security issued as a token is the same security under the same laws. There is no separate 'token regime'; the existing exemptions (Reg D, Reg S, Reg CF, Reg A+) are how private tokenized raises are done.

Can I sell tokenized equity to non-accredited US investors?

Only through the exemptions built for it: Reg CF (up to $5M/yr via a registered portal, with per-investor caps) or Reg A+ (up to $75M with SEC qualification). Under Reg D 506(c) — the most common route — investors must be verified accredited.

Do I need a broker-dealer?

For a publicly marketed sale, effectively yes: soliciting and effecting securities transactions as an intermediary is licensed activity, and Reg CF requires a registered portal by law. This is why Stobox routes raises through licensed broker-dealer partners rather than acting as one.

What happens after the raise — can investors trade?

Restricted securities carry Rule 144 holding periods (6–12 months), and secondary trading happens on regulated venues — SEC-registered ATSs like tZERO's, where the first tokenized listings already trade. The token's transfer rules enforce eligibility the entire time.

Can a blockchain be the official share register in the US?

Yes, since a May 2025 SEC staff FAQ: an SEC-registered transfer agent may use a blockchain as its official Master Securityholder File — a reversal of the earlier position that limited distributed ledgers to an unofficial 'courtesy' copy — provided the records stay secure, accurate, and readable to the SEC, with personal data kept off-chain.

More jurisdictions: 🇪🇺 European Union · 🇬🇧 United Kingdom · 🇦🇪 United Arab Emirates · 🇨🇭 Switzerland · 🇩🇪 Germany · 🇱🇮 Liechtenstein · 🇸🇬 Singapore · 🇭🇰 Hong Kong · 🇻🇬 British Virgin Islands · 🇰🇾 Cayman Islands · 🇱🇺 Luxembourg · compare the US exemptions · how tokenization works

Sources

General information reflecting public sources as of July 10, 2026 — regulations change, and this page is not legal, tax, or investment advice. Structure any offering with qualified counsel in the relevant jurisdiction. Stobox is a non-custodial technology provider — not a broker-dealer, adviser, or law firm; see Legal & disclosures.