DTC No-Action Letter - Securities Tokenization Program (12/11/25)
The SEC Division of Trading & Markets issued a no-action letter to The Depository Trust Company (DTC) to provide securities tokenization services, through the development and launch of a preliminary version of a securities tokenization program (the DTCC Tokenization Services), for direct DTC participants (primarily SEC registered broker-dealers and certain US and foreign banks) that will enable participants to hold eligible securities on public and private-permissioned blockchains for themselves or their customers. DTC participants, and their customers who have established an appropriate arrangement with the participant to do so, will then be able to use private key information to transfer tokenized security entities from an on-chain wallet address that has been registered with DTC to any other registered wallet address of a DTC participant. DTC is registered with the SEC as a clearing agency and is the U.S.'s only existing central securities depository. DTC will not have to comply with certain provisions of the Securities Exchange Act applicable to organized and centralized clearing systems with respect to the DTCC Tokenization Services. In requesting the relief, DTC argued and the SEC agreed that such provisions "are not applicable to, and ultimately, “incompatible with [and] unnecessary for” a time-limited, voluntary service involving novel and decentralized systems." Significantly, the no-action letter allows the establishment and administration of this new securities tokenization program without a proposed rule change issued by the SEC for public notice and comment. The no-action letter is consistent with views expressed by SEC Chairman Paul Atkins and other current Commissioners that tokenization can benefit the U.S. securities markets and has the potential to modernize market structure. DTC plans to launch the DTCC Tokenization Services in the second half of 2026. DTC's letter requesting no-action relief outlines the details of the DTCC Tokenization Services, and the SEC no-action letter reiterates the conditions under which the program will be operated in order to rely on the regulatory relief. The no-action relief is only available to DTC and will be withdrawn three years from the date DTC launches the program.
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