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SEC Opens Onchain Trading of Tokenized Stocks

On September 17 the SEC issued its “Innovation Exemption” — the first US pathway for regulated onchain secondary trading of tokenized equities — and the CFTC eased registration for passive trading software the same day.

Why It Matters

The SEC’s order (release 2026-90) grants temporary, conditional relief letting “Tokenized Securities Venues” (TSVs) trade tokenized National Market System (NMS) stock through permissioned automated-market-maker pools without registering as exchanges, and conditionally exempts pool liquidity providers from the “dealer” definition in Exchange Act §3(a)(5). The relief is tightly fenced: tokenized stock must carry the same rights as its traditional equivalent, smart contracts must be auditable and deployed on a public permissionless ledger, venues must halt trading in step with the primary listing exchange, and TSV trading activity must be disclosed. The exemptions expire five years after publication, and the Commission opened a companion request for comment to shape any permanent framework.

Also today: the CFTC’s Market Participants Division issued a no-action position (release 9300-26; Staff Letter 26-25) sparing providers of “passive software” from registering as introducing brokers or associated persons — provided the software only routes users’ order flow to registered FCMs, IBs, and DCMs. It broadens the narrower relief in Staff Letter 26-09.

On the clock: the Bank of England’s systemic-stablecoin draft Code of Practice consultation closes September 22 (4 days); the CFTC CPO/CTA registration NPRM and the OCC availability-of-information NPRM both close October 5 (17 days).

Action Items

  1. Pull the full SEC order (release 2026-90) — if you build or operate digital-asset trading infrastructure, map the TSV and dealer conditions (issuer notice, trading-halt parity, smart-contract auditability, disclosure) against your design before relying on the relief.

  2. Track Federal Register publication — fix the comment deadline and the five-year expiry date the moment the order is published.

  3. Trading-software teams: review the Staff Letter 26-25 conditions against current functionality and document your eligibility.

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