Transfer Agents on Blockchain: Who Owns the Legal Share Register?

The legal share register remains the issuer’s official register. For securities held through a central securities depository like DTC, the registered owner recorded on the issuer’s books continues to be the depository’s nominee (such as Cede & Co.), and the issuer or its appointed transfer agent maintains the master securityholder file. That core arrangement defines legal title and corporate rights.

Placing a representation of a security on a blockchain does not, by itself, change who owns or keeps the legal register. U.S. regulators have stated that tokenized securities are subject to the same issuer, disclosure, custody, and market-structure obligations as traditional formats, and form alone does not alter those duties (SEC staff statement).

In DTC’s tokenization pilot, the token is a “Tokenized Entitlement” that mirrors an off-chain book-entry entitlement. Cede & Co. remains the registered owner on the issuer’s official register, while DTC keeps the authoritative record for tokenized entitlements off-chain and reconciled to a Digital Omnibus Account (SEC no-action letter; DTCC FAQ).

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