Crypto platforms and brokers now offer tokens that track listed shares and exchange-traded funds. The label rarely says which legal claim sits behind the token, and that claim decides whether a dividend or a vote reaches the holder, and who bears the loss if an intermediary fails. Staff at the US Securities and Exchange Commission set out a taxonomy in a statement dated 28 January 2026: an issuer can tokenise its own security, or a third party can tokenise someone else's, either by holding the underlying in custody and issuing a token that represents it, such as a tokenised security entitlement, or by issuing its own security that gives synthetic exposure, such as a "linked security" or a security-based swap. What follows works through each structure from the products' own documentation and the regulatory record.
Proof of Talk's Paris edition at the Louvre Palace gave a Day Two panel to the distribution side of this market: "Scaling the Distribution Layer for Tokenised Markets", on 3 June 2026, 11:40–12:20, on the Hecto Main Stage (see the agenda). The panellists were Johann Kerbrat, Tom Zschach, Nikhil Sharma and Stani Kulechov, and Henry Jim moderated. Two other Day Two panels covered adjacent ground: "How Tokenised Markets Create New Opportunities for Investors" at 10:40, and "The Tokenisation of Everything: RWAs, Institutions, and the Next Market Structure" at 14:45.
A share issued natively on a ledger, by the issuer or its transfer agent
In its fullest form, the issuer or its agent builds the blockchain into the register itself, so that, in the SEC staff's words, "a transfer of the crypto asset on the crypto network results in a transfer of the security on the master securityholder file". The token is then the share. The staff also describe a looser issuer-sponsored model in which the register stays off-chain and the crypto asset "may be used indirectly to effect transfers of the security on the master securityholder file". In either case, the staff say, "The format in which a security is issued or the methods by which holders are recorded does not affect application of the federal securities laws."
Exodus Movement's preliminary Regulation A offering circular for its Class A common stock, dated 8 April 2021, documents the looser model. It named Securitize LLC as transfer agent, stated that "the Transfer Agent's records constitute the only official shareholder records for our Class A common stock", and said the shares would exist "solely as book-entry shares within the records of the Transfer Agent". Alongside them it described Common Stock Tokens recorded on a blockchain network approved by the transfer agent, and set their limits plainly: the tokens "are not shares of Class A common stock", and they "contain no voting, governance, economic or other rights, and cannot be traded independently of the Class A common stock". Whatever rights the shares carried sat with the book-entry holding on the register; the token added none. That circular describes a 2021 offering, and Exodus's Class A shares are now listed on NYSE American under the ticker EXOD, so anyone relying on a token arrangement today should read the company's current filings rather than assume the 2021 document still describes practice.
A debt instrument, certificate or derivative referencing a share held by someone else
A second family of products is not the share at all but a separate instrument, issued by a third party, whose value tracks a share. The SEC staff describe two versions. A "linked security" is the third party's own security giving synthetic exposure to the referenced share, and it is "not an obligation of the issuer of the referenced security". A token structured as a security-based swap "typically does not convey to the holder any equity, voting, information, or other rights", and, the staff note, may not be offered or sold to anyone who is not an eligible contract participant unless a Securities Act registration statement is in effect and the trades take place on a national securities exchange. For every third-party model, custodial or synthetic, the staff warn that holders "may be exposed to risks with respect to the third party, such as bankruptcy, to which a holder of the underlying security would not necessarily be exposed."
Backed's xStocks follow the certificate route. Backed's legal documentation page, read on 13 September 2026, classifies its products as a "Certificate (tracker of an underlying)" under Swiss law, issued by Backed Assets (JE) Limited as Solana SPL and ERC-20 tokens "without technical transfer restrictions", and lists a base prospectus approved in Liechtenstein by the Financial Market Authority as of 8 May 2026. The same page says the products are offered only through licensed entities rather than directly to the public, may not be offered or sold to US persons, and are not promoted or offered to clients in the UK, save certain products for validated UK professional clients. A holder's claim runs against that issuer, on whatever terms and collateral arrangements its prospectus sets out, not against the company whose share price the certificate tracks. Whether a dividend or a vote reaches the holder, and in what form, is a question for those terms.
Dinari's dShares sit closer to the custodial model, and Dinari's product page, read on 13 September 2026, places them there itself, describing dShares as "tokenized representations of traditional equities, backed 1:1 by the underlying securities". Dinari Securities, LLC, which the page describes as an SEC-registered, FINRA-member broker-dealer, acquires the underlying security, and custody sits at Alpaca Securities LLC, also a FINRA-member broker-dealer, in an account in Dinari's name on the holder's behalf, an arrangement the page compares to shares held in "street name" by a broker. Dividends arrive as "the equivalent value in stablecoins", and stock splits are mirrored in the token balance. A holder who exits by redemption does not take delivery of the share: the page says the underlying is liquidated and proceeds return in stablecoins. Wallets must clear KYC or KYB checks, the page cites more than 85 jurisdictions, with distribution under MiFID II in Europe, and it describes trading "24/5 on integrated marketplaces", with some names flagged for 24/7 trading. SEC records separately show Dinari, Inc/TA registered as a transfer agent, effective 5 May 2022. The page says "Economic rights remain with the holder"; it does not address voting, or what protection applies if Dinari or the custodian fails, so a holder should establish both from the terms.
Across this family the buyer's counterparty is the token's issuer or platform, not the listed company, and the position depends on that party's solvency and terms in a way a directly held share does not. On how the intermediaries between a buyer and an asset shape access, see who controls institutional access onchain.
Tokenised security entitlements inside existing market infrastructure
The third structure sits inside the US central securities depository, and no retail buyer can reach it directly. The Depository Trust Company (DTC), whose Participants' securities are typically registered in the name of its nominee, Cede & Co., received a no-action letter from staff of the SEC's Division of Trading and Markets, dated 11 December 2025, for the pilot version of its DTCC Tokenization Services. Under the pilot as DTC described it, a Participant, one of the institutions holding an account at DTC, could instruct DTC to tokenise its security entitlement: DTC would debit the securities from the Participant's account, credit them to a Digital Omnibus Account on its central ledger, and mint a token to a wallet the Participant has registered on an approved blockchain. The Participant would have converted a security entitlement recorded by an account credit into a security entitlement recorded using tokens. The securities would stay registered to Cede & Co. throughout, and LedgerScan, an off-chain DTCC system that tracks the tokens by scanning the blockchains, would hold DTC's official books and records of those entitlements. DTC's request explains that under Article 8 of the Uniform Commercial Code a Participant is an "entitlement holder", and that securities held at DTC are "bankruptcy remote" from DTC.
DTC said the pilot would support the same corporate actions, dividends included, for tokenised entitlements as for book-entry ones, though a Participant might need to de-tokenise, or DTC might force a conversion, to receive a distribution. The pilot is narrow. Eligible securities are limited to Russell 1000 Index constituents, US Treasury bills, bonds and notes, and ETFs tracking major indices such as the S&P 500 and Nasdaq-100. DTC would not ascribe to tokenised entitlements "any collateral value or settlement value for purposes of DTC risk management". Tokens could move only between registered wallets, so only Participants would hold them, and Participants for which DTC has US tax withholding or reporting obligations would be excluded. DTC would keep a "root wallet" on each blockchain able to convert, transfer, mint or burn tokens to deal with corporate actions, erroneous entries, lost tokens or malfeasance. The letter is withdrawn three years after DTC launches the pilot, which the request expected in the second half of 2026, and DTC is to report to staff every quarter on participants, volumes and blockchains. A Participant's own customers, as the request puts it, have their entitlements "recorded on the Participant's books and records". The questions that decide whether a pilot like this reaches production are the subject of institutional RWA tokenisation, from pilot to production.
What regulators have actually said, and what they have not
Little of this is settled law, and the kind of regulatory action matters. The SEC's 28 January 2026 statement is a staff statement: in its own words, it "is not a rule, regulation, guidance, or statement of the U.S. Securities and Exchange Commission" and, "like all staff statements, has no legal force or effect". The DTC letter is narrower again: a position that staff will not recommend enforcement action against DTC, "based strictly on the facts and circumstances discussed in the Request", expressing no legal conclusions and "subject to modification or revocation by the Staff at any time". Neither is a Commission rule, and neither approves any product described here.
In the EU, the DLT Pilot Regime has applied since 23 March 2023. It licenses market infrastructure, DLT multilateral trading facilities and settlement systems, rather than products, and admits shares only where market capitalisation is below €500 million; ESMA describes it as set to run for at least three years, with the possibility of extension by the European Commission. A certificate such as Backed's reaches investors by a different route, under a prospectus, in its case one approved by Liechtenstein's Financial Market Authority. For the wider argument over what tokenisation changes, see tokenisation, what institutions actually argued.
What to ask before buying or allocating
The label "tokenised stock" will not answer these; the product's own terms should.
- Is my name, or my broker's, on the issuer's own share register, or am I holding a separate instrument issued by a platform or a special-purpose entity?
- If it is a separate instrument, is it the issuer's own obligation, a swap or other derivative, or an entitlement to shares held in custody elsewhere, and who bears the loss if that issuer fails?
- Do dividends and voting rights reach me, and in what form: cash, stablecoin, a token adjustment, or not at all?
- Where does the token trade, during which hours, and is a market in the underlying share open at the same time?
- What insolvency or customer-asset protection covers my claim if the platform, its custodian or its transfer agent fails, and is it the protection an ordinary brokerage account would have?
- Has a regulator addressed this specific structure, and is that a binding rule, a no-action position, a prospectus approval, or only a staff statement or a commissioner's speech?
This is not investment, legal or tax advice.