SEC: Tokenized Stocks Will Need to Carry Full Shareholder Rights
## Context SEC Commissioner Hester Peirce has clarified the scope of the Innovation Exemption for **tokenized stocks**, explicitly excluding synthetic tokens that do not confer shareholder rights equivalent to those of traditional shares. This statement comes at a time when issuers of real-world asset (RWA) tokens are seeking to circumvent the strict regulations of financial markets. The SEC, under the chairmanship of Gary Gensler, maintains a hard line on hybrid assets, particularly after scandals such as that of TerraUSD (UST) in 2022. No precise figure has been released on the number of…
The U.S. Securities and Exchange Commission (SEC), under the leadership of Gary Gensler, has recently clarified the conditions for applying its innovation exemption for tokenized stocks. In a context where issuers of real-world asset (RWA) tokens seek to circumvent the strict regulations of financial markets, the SEC has clearly stated that only tokens offering full shareholder rights will be able to benefit from this exemption. This announcement is part of a strategy of enhanced oversight of hybrid assets, particularly following events such as the collapse of TerraUSD (UST) in 2022. What the SEC announced SEC Commissioner Hester Peirce confirmed that tokenized stocks must guarantee investors rights equivalent to those of traditional stocks. This includes the right to vote , access to dividends , and receipt of regular financial information . Synthetic tokens, which do not represent a direct stake in a company but rather a derivative product or an index, are explicitly excluded from this exemption. According to the SEC, the latter could be reclassified as investment contracts , subject to stricter registration and reporting rules. This clarification comes as several synthetic token projects have already been blocked by the SEC in 2025 and 2026, such as Synthetix (SNX) for its tokens backed by stocks. RWA issuers, such as platforms for tokenizing real estate or bonds, will now have to choose between complying with the requirements for traditional stocks or operating outside the United States. Why this decision matters This SEC decision marks a key milestone in the regulation of tokenized assets in the United States. It reinforces the distinction between tokens representing a direct stake in a company and those that are derivative products. For investors, this means better protection , but also a reduction in available options on the American market. Real-asset tokenization projects, such as REAL or TokenFi, could face selling pressure if their tokens do not guarantee the required shareholder rights. From a sector perspective, this announcement could accelerate the relocation of issuers to more permissive jurisdictions, such as the European Union, where the MiCA regulation offers a more flexible approach for asset-backed tokens. Algorithmic stablecoins, such as BOLD (Liquity), are not directly affected, but their ecosystem could be indirectly impacted by this decision. What to Watch Several points remain to be clarified in the coming weeks. The SEC has not yet specified which existing tokens would be reclassified, leaving a regulatory ambiguity. An official announcement from RWA issuers, such as REAL or TokenFi, is expected within the next two weeks to confirm their compliance. In addition, a more detailed publication of the SEC's exemption criteria is likely by the end of June 2026. Investors should also monitor market reactions. Tokens such as REAL, with a market capitalization of 4.96 million dollars, could experience heightened volatility if issuers fail to guarantee shareholder rights. Conversely, projects that comply with SEC requirements could benefit from greater confidence among institutional investors.