DeFi

Tokenised Stocks Get Full Shareholder Rights and a 0.25% Ceiling

US retail can take part through self-custody wallets, which also means without brokerage protections.

⏱ 3 min read DeFi
Quick Summary
  • On a stock trading 50m shares a day, a single venue is capped at about 125,000 of them.
  • A second volume breach pauses trading in that security for three months, per the order.
  • Issuers get 30 calendar days to object where a venue tokenises their stock without them.

A tokenised Apple share bought on a US blockchain venue now carries the same voting and dividend rights as the real thing.

The venue selling it to you can trade about 125,000 of them a day, against roughly 50 million shares changing hands on the exchange.

Both facts come from the same SEC order.

What the Exemption Does

The SEC granted its innovation exemption on 17 September, running through 17 September 2031.

It lifts two definitions. A tokenised securities venue is exempt from the “exchange” definition under Section 3(a)(1) of the Exchange Act, so it need not register as one or comply with Regulation NMS, and automated market maker liquidity providers are exempt from the “dealer” definition under Section 3(a)(5).

That is what makes on-chain trading of real US listed stocks legal without a stock exchange behind it. Settlement runs close to real time rather than the next business day, and the venues operate around the clock.

US retail investors can take part, through self-custody wallets. That also means without the brokerage protections that normally sit between an investor and a market.

The Ceiling Is the Design

Venues are split into two tiers. A venue may list up to 75 Tier 1 symbols, and trading in each is capped at 0.25% of that stock’s average daily share volume over the prior month. Tier 2 allows up to 250 symbols at 2.5%.

On a stock trading 50 million shares a day, 0.25% is 125,000 shares. The real market is four hundred times the size of what the venue is permitted to do in it.

Affiliated venues have to aggregate their symbols and volume, so running several does not widen the gap. A first volume breach carries no suspension. A second pauses trading in that security for three months.

This is a sandbox with a kill switch, and it was built as one.

What Is Genuinely New

The rights are the part worth noticing. Tokenised shares under the order must carry the same rights and privileges as ordinary NMS stock, including equivalent dividend and voting rights, and issuers receive proxy materials at no cost to themselves or shareholders.

That is a different instrument from what has existed until now. The tokenised US equities already trading offshore are beneficial interests backed by shares held elsewhere, sold to non-US buyers. Under this order a tokenised share is the share.

Issuers Can Object

Where a venue tokenises a stock without the issuer’s involvement, it must write to that company’s principal executive offices at the address on the cover of its Exchange Act filings. The issuer has 30 calendar days to object, and the venue must update its public notices within five business days.

Where the issuer authorises the tokenisation itself, no notice and no opt-out applies.

Nothing here touches antifraud, anti-manipulation or anti-money-laundering obligations, and nothing relieves anyone of Securities Act registration. The exemption is narrow by construction, and the SEC kept the power to change its terms or its length.

⚖️ Our Verdict ⚖️ Watch and Wait

The instrument improves and the market stays tiny. A tokenised share carrying real voting and dividend rights is a genuine advance on the offshore beneficial interests, and US investors can finally hold one. But 0.25% of average daily volume is a ceiling no venue can grow through, self-custody means no brokerage protection, and a second breach pauses the security for three months. Five years to prove the model, inside limits that guarantee it stays small while doing so.