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SEC Provides Conditional Approval for DTC Tokenization Initiative
The Depository Trust Company (DTC), a key player in U.S. financial market infrastructure responsible for clearing and settling securities trades, has announced that it has received informal approval from the SEC to launch a tokenization service for certain assets under its custody. This approval comes without the threat of enforcement action.
A recent letter from the SEC stipulates conditions for a phased rollout, including ongoing reporting while ensuring that the underlying securities remain on DTC’s traditional custody rails.
This development paves the way for DTC to deliver its DTCC Tokenization Services in a regulated production environment adhering to federal securities regulations. The projected launch is expected in the latter half of 2026.
Details from the SEC's Green Light for DTC’s Tokenization Pilot
The SEC staff's response, dated December 11, confirms that they would not recommend enforcement actions against DTC concerning the implementation of a “Preliminary Base Version” of the tokenization service under several regulatory frameworks, including Regulation Systems Compliance and Integrity (Reg SCI) and various sections and rules of the Exchange Act.
It's important to note that this position is based on the specific facts presented and does not constitute a legal conclusion; it is subject to modification or revocation.
The framework outlined in DTC's request letter, along with the SEC staff's response, treats the concept of tokenization not as a change to the registered ownership but as an alternative method to document a participant's “security entitlement.” The securities will still be registered under Cede & Co., while participants may have DTC manage their entitlements through a token in a registered blockchain wallet.
The operational process includes DTC debiting the participant’s book-entry entitlement from its account, crediting the securities to a centralized “Digital Omnibus Account,” and subsequently minting and delivering a token to the participant’s registered wallet. Token transfers will be restricted to registered wallets, ensuring DTC maintains oversight of token movements.
A system named LedgerScan will provide off-chain tracking of the underlying blockchain, maintaining official records for tokenized entitlements, while another framework termed Factory will assist in minting and delivery processes.
Operational Dynamics of DTC's Tokenized Securities Model
Additionally, DTC plans to manage a de-tokenization process, wherein the token will be burned and the entitlement reverted to the participant’s standard DTC account.
Parameter
Framework in SEC Staff Letter
Eligible Participants
Participants can opt in, with certain exclusions pending resolution of tax withholding/reporting issues (approx. 11% of participants as of October 31, 2025).
Eligible Securities
Initially targeting Russell 1000 constituents, U.S. Treasury instruments, and various index ETFs.
Token Movement Restrictions
Transfers allowed solely to registered wallets; DTC will oversee wallet compliance.
Risk Management
Tokenized entitlements will hold no collateral or settlement value for calculations pertaining to DTC's net debit cap and collateral monitor.
Reporting Obligations
Quarterly reports to SEC will cover tokenized shares, value, transfers, participant firms, and blockchain activity.
Project Timeline
Proof-of-concept to occur in fall 2025, followed by pilot programs in early 2026 and a wider rollout by late 2026.
For those familiar with DTCC's involvement in recent ETF discussions and misinterpretations regarding regulatory approval, the staff letter addresses a distinct query. Previous reports focused on DTCC’s role in post-trade infrastructure, whereas this decision explores whether DTC can enact a tokenization layer on existing assets under strict limitations.
The documentation specifies operating parameters that restrict the initial scope and provide SEC staff with relevant data. Notably, DTC has announced it will not assign collateral or settlement value to tokenized entitlements, thereby maintaining separation from other operational aspects of DTC's management systems.
DTC has committed to publishing clear technological criteria, ensuring the ability to enforce defined reversal conditions, and offering quarterly updates detailing blockchains utilized or denied approval, along with the reasons behind such decisions.
Regulatory Signal Toward Incremental Market Digitization
DTCC has framed this no-action letter as a pivotal moment in the evolution towards a digitized financial infrastructure.
According to DTCC CEO Frank La Salla, tokenization offers opportunities for enhanced collateral flexibility, new trading dynamics, round-the-clock accessibility, and programmable assets. He expressed gratitude to the SEC for enabling progress within designated limits.
The DTC’s request clarifies its role as a registered clearing agency and a significant financial market utility, noting that DTC manages a massive $100 trillion in securities and facilitates hundreds of millions of transactions annually.
The SEC's response outlines that it is conditional on the information provided and represents the staff's view on enforcement, rather than legal determinations. This stance is subject to change and does not account for other applicable laws or self-regulatory organization regulations.
DTC is also exploring potential developments post-phase one, which may encompass broader security lists, allowing tokenized entitlements to carry collateral or settlement value, and reviewing corporate action distribution methods that could integrate stablecoins or tokenized deposits.
Any future enhancements would necessitate additional consultation with SEC staff prior to moving beyond the defined preliminary boundaries.
This letter coincides with wider discussions regarding U.S. tokenization and potential markets estimated to be around $68 trillion, focusing on a cautious rollout with scheduled reporting. DTC anticipates initiating its services in the second half of 2026.
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