On September 17, 2026, the Securities and Exchange Commission (SEC), the US capital markets regulator, issued two five-year conditional exemptions. The goal of the measure is to facilitate permissioned trading of tokenized equities (designated as “Tokenized NMS Stock”) through automated market makers (AMMs) and liquidity pools.
Known as the “Innovation Exemption”, this initiative represents a step by the agency to adapt federal regulation to the use of distributed ledger technology (blockchain) in financial markets, while evaluating the need for future permanent rules.
The Two SEC Exemptions
The SEC order establishes two main exemptions, grounded in the authority granted by Section 36(a)(1) of the Exchange Act:
- Exemption from the definition of “exchange”: Applicable to Tokenized Securities Venues (TSVs). This allows certain platforms to facilitate trading in tokenized versions of US-listed equities without registering as a national securities exchange or alternative trading system (ATS).
- Exemption from the definition of “dealer”: Applicable to certain liquidity providers supplying tokenized stocks to AMM liquidity pools.
The SEC recognized that several requirements imposed on national exchanges and ATSs would pose significant operational challenges for entities trading tokenized stocks. Examples cited include order routing and quote dissemination rules that require integrations with legacy market utilities not yet linked to blockchain technology.
Strict Conditions and Limitations
While clarifying earlier regulatory uncertainties, the Innovation Exemption has a narrow scope and is subject to several strict limitations:
- Limited Duration: The exemptions expire on September 17, 2031.
- Permissioned Access and Compliance: Access to TSVs must be permissioned. The platform must be operated by a US person and strictly comply with OFAC (Office of Foreign Assets Control) prohibitions and requirements.
- Restriction to AMMs: The relief does not cover trading on standalone central limit order book protocols, remaining limited to AMMs. However, TSVs may offer non-firm trading interests, such as requests for quotes.
- Eligible Securities: Offerings must comply with the Securities Act of 1933 and grant holders the same rights as the underlying stock. “Synthetic” structures (such as equity-linked derivatives) are not eligible.
- Issuer Right of Refusal: The TSV must notify the underlying stock issuer before offering the tokenized asset, giving the issuer the opportunity to veto the listing.
In addition, platforms are subject to volume caps, advance notices to the SEC, public trade transparency, trading halt rules, and prohibitions on financing activities.
Practical Market Implications
The framework allows registered entities to operate an affiliated TSV, provided that the tokenized platform’s operations are kept separate from registered activities. Importantly, the exemption does not relieve registered entities trading on a TSV from their standard obligations. A broker-dealer operating on the platform, for instance, remains subject to best execution and reporting requirements, similar to over-the-counter transactions.
Lastly, the measure does not address the status of fully decentralized trading protocols lacking an identifiable operator, maintaining the requirement for centralized control and compliance for the exemption to apply.
This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.
Deixe um comentário