Accredited Investor
An accredited investor is an individual or entity meeting specific SEC wealth or income thresholds who may participate in Regulation D unregistered securities offerings — the primary investor class for most US tokenized security offerings.
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 Market Structure Act
The Digital Asset Market Structure Act proposes a comprehensive regulatory framework for digital asset trading venues, establishing a joint SEC-CFTC approach to digital asset market oversight.
FIT21 — Digital Asset Market Structure Act
The Financial Innovation and Technology for the 21st Century Act passed the House of Representatives in May 2024 with bipartisan support, establishing a framework that divides digital asset regulation between the SEC (centralized tokens) and CFTC (decentralized tokens).
Investment Company Act of 1940
The Investment Company Act of 1940 regulates mutual funds, ETFs, and other pooled investment vehicles — and determines whether tokenized funds like BlackRock's BUIDL must register as investment companies and what protections investors receive.
Regulation A+ (Reg A+)
Regulation A+, amended by the JOBS Act (2012) and expanded in 2021, allows companies to raise up to $75M annually from both accredited and non-accredited investors via SEC-qualified offerings.
Regulation CF (Reg CF) — Equity Crowdfunding
Regulation CF allows companies to raise up to $5 million per year from any investor via SEC-registered crowdfunding portals, with annual investment limits based on income and net worth.
Regulation D (Reg D)
SEC Regulation D provides exemptions from securities registration requirements, with Rule 506(c) being the dominant pathway for tokenized security offerings in the United States.
Regulation S (Reg S)
SEC Regulation S exempts securities offerings made outside the United States from domestic registration requirements, enabling issuers to access global capital without SEC registration.
SAB 121 — Staff Accounting Bulletin on Crypto Custody
SEC Staff Accounting Bulletin 121 (March 2022) required entities holding crypto in custody to recognize both an asset and an equivalent liability on their balance sheet, effectively doubling the capital cost of bank crypto custody — a burden reversed by SEC leadership in January 2025.
SEC — Digital Assets Division and the US Tokenization Regulatory Framework
The SEC is the primary regulator for tokenized securities in the US, with a 2025 policy shift toward industry engagement, a dedicated Crypto Task Force, and $0 in approved tokenized security issuances via S-1 registration as of 2026.
SEC Digital Asset Enforcement Tracker
Every major SEC enforcement action against tokenized securities and digital asset companies — from Ripple to BlockFi — with settlement amounts and market implications.
Securities Act of 1933
The Securities Act of 1933, the foundational US federal securities law, requires that any offer or sale of a security either be registered with the SEC or qualify for an exemption — the framework within which all US tokenized securities offerings must operate.
SIFMA — Securities Industry and Financial Markets Association
SIFMA is the leading US capital markets trade association representing broker-dealers, banks, and asset managers — and its Digital Assets Committee and regulatory engagement directly shape SEC and Congressional approaches to tokenized securities.
The Howey Test
The four-prong test from SEC v. Howey Co. (1946) that determines whether a transaction constitutes an 'investment contract' and thus a security subject to SEC registration.
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.
Utility Token
A utility token is a blockchain-based token that provides access to a product or service rather than representing an investment — and therefore potentially falls outside SEC securities regulation, though the distinction is heavily fact-dependent and contested.
CFTC vs SEC: The Jurisdictional Battle Over Crypto and Tokenized Assets
The CFTC claims Bitcoin and Ether are commodities. The SEC claims most tokens are securities. FIT21 attempts to clarify jurisdiction with a 'decentralization test.' This analysis maps the legal landscape and what it means for tokenization practitioners.