Tokenization regulation · US
Tokenization regulation in the United States
Tokenizing a security is generally lawful in the US, but the token is generally still a security. SEC staff stated in January 2026 that the format of issuance does not affect how the federal securities laws apply. Offers and sales must therefore be registered or exempt, for example under Regulation D, Regulation S or Regulation A.
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Educational overview, not legal, tax or investment advice. Regulation changes, and the answer for any project depends on the asset, the structure, the investors and where they are. Consult qualified counsel in each jurisdiction before you issue, offer or market anything. Last reviewed 16 October 2026.
Is tokenization legal in the US?
Generally yes. The federal securities laws require every offer and sale of a security to be registered with the SEC or to qualify for an exemption. Recording ownership on a blockchain does not remove that requirement.
Are security tokens securities in the US?
If the underlying instrument is a security, generally yes. On 28 January 2026 three SEC divisions published a Statement on Tokenized Securities. It defines a tokenized security as a financial instrument within the definition of “security” that is formatted as, or represented by, a crypto asset, with ownership recorded in whole or in part on one or more crypto networks. It distinguishes issuer-sponsored from third party-sponsored tokenization. It is a staff statement: it has no legal force and creates no new obligations.
Where a token is not a stock, bond or other listed instrument, the question is often whether it is an investment contract under SEC v. W.J. Howey Co. (1946): an investment of money in a common enterprise with a reasonable expectation of profits derived from the efforts of others. SEC staff published a framework applying Howey to digital assets; it too is staff guidance, not a rule.
Which SEC exemptions do tokenized offerings use?
The same ones as any other securities offering. The main pathways, in general terms:
| Pathway | Who can invest | Key conditions |
|---|---|---|
| Rule 506(b) | Unlimited accredited investors; up to 35 non-accredited, sophisticated purchasers in 90 days | No general solicitation; disclosure to non-accredited purchasers; Form D within 15 days; restricted securities |
| Rule 506(c) | Accredited investors only | General solicitation allowed; reasonable steps to verify accredited status; Form D; restricted securities |
| Regulation S | Purchasers outside the US | Offshore transaction; no directed selling efforts in the US; distribution compliance periods for some securities |
| Regulation A | Public, subject to the rules of each tier | Tier 1 up to $20 million, Tier 2 up to $75 million in 12 months |
| Registered offering | Public | Effective registration statement and ongoing reporting |
Rule 506 offerings remain subject to state notice filings and “bad actor” disqualification.
Do you need a broker-dealer, an ATS or a transfer agent?
It depends on who does what. As general information:
- Broker-dealers. Anyone engaged in the business of effecting securities transactions for others generally must register with the SEC under Exchange Act Section 15(a) and join FINRA, unless an exception applies.
- Alternative trading systems. A venue for secondary trading meets the definition of an exchange; it can avoid exchange registration by complying with Regulation ATS, and it is operated by a broker-dealer.
- Transfer agents. Transfer agents record changes of ownership and maintain securityholder records. Section 17A requires registration for securities registered under Section 12.
How does Libertum fit in?
Libertum is a software platform (T-Suite). It is not licensed, registered or authorised in the United States and is not a broker-dealer, an ATS or a transfer agent there. What the software does:
- On-chain compliance rules. ERC-3643, CIP-113 and authorised XRPL tokens can enforce country allow/restrict lists, maximum balance, hold time and KYC claims, rejecting non-conforming transfers (Compliance).
- KYC and KYB run through Sumsub.
- Structuring module (Beta) with jurisdiction packs for El Salvador CNAD/LEAD, US SEC Reg D/Reg S, EU MiCA/MiFID II and Cayman Islands CIMA. Only the Cayman pack is counsel-reviewed and published; the others are drafts marked “Beta — pending counsel review”. Structuring is a software tool, not a Libertum legal or structuring service.
Libertum, S.A. de C.V. holds an El Salvador Digital Asset Service Provider (DASP) licence from the Comisión Nacional de Activos Digitales (CNAD), registry entry PSAD-0094, covering custody, exchange and transfer of USDT and USDC and receipt and transmission of client orders (LEAD Art. 19 (a), (d) and (f) numerals 1 and 2); RLUSD custody is approved by the CNAD under the same registration. It does not authorise any issuance, has effect in El Salvador only and confers no passporting or authorisation in the United States. Issuers remain responsible, with their own counsel, for registration or exemption analysis in every jurisdiction. See Licences.
Related
- Tokenization regulation hub All jurisdictions compared
- El Salvador: LEAD and the CNAD Digital Assets Issuance Law, certifiers and DASPs
- European Union: MiCA and the DLT Pilot When MiCA applies and when MiFID II does
- UAE: VARA, ADGM and DFSA Three regimes in one country
- Singapore: MAS and the SFA Capital markets products and Project Guardian
- Hong Kong: SFC circulars Tokenised securities and authorised products
- Structuring Jurisdiction packs for issuers and their counsel
- Licences What Libertum's DASP licence does and does not cover
- Security token platform How compliance is enforced on-chain
US tokenization FAQ
Is tokenization legal in the US?
Generally yes, but a tokenized security is still a security. Its offer and sale must be registered with the SEC or exempt, and intermediaries may need their own registrations.
Can a tokenized offering be advertised publicly?
Only under some routes, such as Rule 506(c), where every purchaser must be a verified accredited investor. Rule 506(b) does not allow it.
Can non-US investors buy under Regulation S?
Regulation S is a safe harbor for offers and sales made outside the United States, subject to conditions including offshore transactions and no directed selling efforts in the US. Resales into the US need their own exemption.
Is Libertum registered with the SEC?
No. Libertum is a software platform and is not a broker-dealer, ATS or transfer agent. Libertum LLC holds a FinCEN money services business registration; FinCEN does not approve or endorse registrants, and it is not a securities licence.
Primary sources
Last checked:
- SEC — Statement on Tokenized Securities (Divisions of Corporation Finance, Investment Management and Trading and Markets, 28 January 2026) — Format of issuance does not affect application of the federal securities laws; definition of tokenized security; issuer-sponsored vs third party-sponsored models; staff statement with no legal force or effect.
- SEC FinHub — Framework for “Investment Contract” Analysis of Digital Assets — Howey test elements (investment of money, common enterprise, reasonable expectation of profits from the efforts of others), SEC v. W.J. Howey Co., 328 U.S. 293 (1946); offers and sales must be registered or exempt; staff views, not a rule of the Commission.
- SEC — Private placements: Rule 506(b) — No general solicitation; unlimited accredited investors and up to 35 non-accredited sophisticated purchasers in 90 days; restricted securities; Form D within 15 days; state notice filings; bad-actor rules.
- SEC — General solicitation: Rule 506(c) — General solicitation permitted; all purchasers accredited; reasonable steps to verify; Form D; restricted securities.
- SEC — Offering pathways — Regulation A Tier 1 up to $20 million and Tier 2 up to $75 million in 12 months; registered offerings require an effective registration statement.
- SEC — Offshore Offers and Sales (Regulation S amendments, 1998 release) — Regulation S as a safe harbor from registration for offshore offers and sales; offshore-transaction and no-directed-selling-efforts conditions; one-year distribution compliance period for US issuers' equity securities.
- SEC — Guide to Broker-Dealer Registration — Exchange Act Section 15(a) registration; definition of broker; FINRA membership.
- SEC — Frequently asked questions on Regulation ATS (fair access) — An ATS meets the definition of an exchange but is exempt from exchange registration if it complies with Regulation ATS (Rule 3a1-1(a)(2)); ATSs have a broker-dealer operator.
- SEC — Transfer Agents — Transfer agent functions; Section 17A(c)(1) registration with the appropriate regulatory authority for securities registered under Section 12.
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