SEC and Tokenization in 2026: The Complete Regulatory Landscape for Digital Securities in America
From the Howey Test to SAB 121's reversal, from Reg D token offerings to ATS registration — the SEC's evolving stance on tokenized securities defines where $16 trillion in institutional capital will flow.
ATS Registration — Alternative Trading System
An Alternative Trading System (ATS) is an SEC-regulated trading venue that matches buyers and sellers of securities outside of national exchanges — and the only legal mechanism for secondary trading of most tokenized securities in the US.
Broker-Dealer Registration
Any person or firm engaged in buying and selling securities on behalf of clients (broker) or for its own account (dealer) must register with the SEC as a broker-dealer and join FINRA — including platforms that facilitate tokenized securities transactions.
Digital Asset Markets Association (DAMA)
DAMA is a US-based digital asset trade group focused on market structure and trading issues — representing digital asset exchanges and trading firms in SEC and CFTC proceedings on ATS regulation, broker-dealer rules, and market structure for tokenized securities.
FINRA — Broker-Dealer Oversight for Digital Securities Trading
FINRA, the SEC-authorized self-regulatory organization overseeing US broker-dealers, requires all digital securities ATS operators to be FINRA members and has issued regulatory guidance on crypto due diligence standards and AML programs.
INX Limited — The First SEC-Registered Digital Securities IPO
INX Limited completed the first SEC-registered IPO of a digital security token in 2021, raising $83M from retail investors, and operates a dual-regulated platform for both crypto and digital securities trading.
Securitize — America's Dominant Tokenization Platform
Securitize holds over $4B in AUM across tokenized assets, received a $47M strategic investment from BlackRock in 2024, and reported 841% revenue growth in 2025.
Security Token
A security token is a blockchain-based digital representation of a traditional financial security — equity, debt, real estate, or fund interest — that must comply with US securities laws including registration or exemption requirements.
Transfer Agent
A transfer agent is an SEC-registered entity responsible for maintaining the official record of security ownership, processing investor transactions, and managing corporate actions — and in tokenized markets, transfer agents serve as the bridge between blockchain records and regulatory compliance.
tZERO — America's Original Digital Securities Exchange
tZERO is the first SEC-approved digital securities ATS, launched in 2019 after raising $134M in its own 2018 security token offering, and currently hosts secondary trading for 15+ tokenized assets.
Vertalo — Cap Table Management for the Tokenization Era
Vertalo is an SEC-registered transfer agent and ATS operator specializing in digital cap table management and token issuance across Ethereum, Tezos, Algorand, and Avalanche for real estate and venture capital STOs.