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RWA Regulation

SEC Grants Five-Year Innovation Exemption for Tokenized US Stocks

The SEC issued Order 34-106402 on Sept. 17, creating a five-year conditional Innovation Exemption for Tokenized Securities Venues (TSVs) to trade tokenized National Market System stocks on public blockchains via permissioned AMM pools without registering as national securities exchanges. The order sets nine conditions, including US incorporation, permissioned access, auditable smart contracts, full shareholder rights, 30-day issuer notice, and volume caps. It follows the CLARITY Act’s 49:50 Senate defeat on Sept. 15.

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AI take

This exemption is a structural concession rather than a deregulatory gesture: the SEC is effectively allowing tokenized NMS stock trading to exist in a sandbox with volume caps, permissioned pools and 30-day issuer notice, while preserving the registration regime it declined to waive. The timing, days after the CLARITY Act's narrow Senate defeat, suggests the agency is routing around legislative gridlock, which puts the burden on issuers and venue operators to satisfy nine conditions without statutory cover. Whether the volume caps bind before the five-year clock does — and whether issuers use the notice window to opt out — is the open question.

Generated by AI for reference only.

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