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RWA Regulation

SEC Opens 5-Year Innovation Exemption for Tokenized US Equities

The US Securities and Exchange Commission has opened a formal legal channel for tokenized US equities, granting exchanges and market makers a five-year innovation exemption from holding broker-dealer or ATS licenses. Under the 30-day negative-consent rule, platforms need only give listed companies 30 days’ written notice, after which tokenized mapping is automatically approved unless the company objects. Tokens must be backed 1:1 by real shares held at a compliant custodian with on-chain proof of reserves.

Original source

AI take

The exemption reframes tokenized equities from a gray-area experiment into a licensed path, but the burden shifts to issuers: silence now equals consent, which inverts the usual opt-in dynamic for corporate actions. Exchanges and market makers gain the most, since licensing friction was the main barrier to listing tokenized share classes. The unresolved question is how listed companies respond to a default-approval regime they did not choose, and whether custodian-backed proof of reserves holds up as the compliance anchor over the five-year window.

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