The United States Securities and Exchange Commission proposed amendments to the rules governing registered transfer agents on 1 September 2026. The proposal was issued as Release No. 34-106246 under File No. S7-2026-30 and sits at the proposed rule stage, open for public comment before the Commission decides whether to adopt.
The proposal would amend Exchange Act Rules 17ac2-1, 17ac2-2, 17ad-1, 17ad-2, 17ad-3, 17ad-6, 17ad-7, 17ad-10, 17ad-12 and 17ad-17, rescind Rule 17ad-4, and add two new rules: Rule 17ad-30 on compliance policies and procedures, and Rule 17ad-31 on restrictive legend procedures. The Commission describes the exercise as modernising the rules to reflect electronic and blockchain-based recordkeeping and uncertificated securities, and states that the master securityholder file posting timeframe would be aligned to the modern settlement cycle using technology-neutral terms.
Registered transfer agents carry the operational burden. The proposal would require written policies on turnaround and processing times, risk management procedures, segregation of client funds in separate bank accounts, business continuity plans, and notifications to inactive securityholders. Issuers maintaining share registers on distributed ledgers, and the transfer agents servicing them, would work from rule text that no longer assumes paper certificates.
Comments are due 60 days after the proposing release is published in the Federal Register. Rule 17ad-4 is proposed for rescission rather than amendment, so transfer agents relying on its terms should read the replacement provisions before the comment window closes.
Licentium advises digital asset businesses, issuers and financial institutions on securities recordkeeping and blockchain market infrastructure. Work we undertake includes transfer agent registration analysis, comment letter preparation for SEC rulemakings, and reviews of tokenised share register arrangements against Exchange Act recordkeeping rules.