Vertalo Urges SEC to Clarify Shareholder Records in Tokenized-Stock Exemption

Editorial illustration of shareholder-record infrastructure: CRYPTO MAIN NEWS / OpenAI.

Who keeps the authoritative shareholder record when a stock trades as a token? Vertalo raised that question in a comment dated September 25 on the Securities and Exchange Commission’s temporary, conditional exemption for certain tokenized-stock trading venues. The company wants the SEC to spell out the role of registered transfer agents, along with procedures for reconciling records, delivering notices and explaining policies to holders. These are Vertalo’s requests, not changes the SEC has made.

The September 17 SEC order already requires tokenized shares to carry equal rights. It also sets issuer notice and objection steps for shares tokenized by third parties, public venue notices, service-provider disclosures and accessible books and records. A venue remains responsible for covered duties it delegates. The question in Vertalo’s letter is narrower: which party maintains and coordinates the ownership record behind those duties, especially when dividends, votes or issuer notices must reach holders.

Where the token meets the shareholder register

Vertalo describes itself as an SEC-registered transfer agent and tokenization platform. It argues that the order leaves the record layer and the transfer agent’s role insufficiently specified. Its comment asks for clearer treatment of reconciliation between token and shareholder records, notice handling and holder-facing policies. That is an operating question for a venue using the exemption; it does not mean the order lacks recordkeeping or investor-rights conditions.

The company’s interest matters to the reading of its proposal. Vertalo says it does not tokenize NMS stock and does not plan to operate one of these trading venues, while acknowledging it could benefit if the framework expands. Its account of a gap is an interested stakeholder’s assessment, not an SEC finding.

What the SEC has and has not settled

The order establishes conditions for the temporary exemption; the SEC docket records Vertalo’s submission. Neither is an SEC response to the comment. The agency also has a separate proposal to update transfer-agent rules, with comments due November 3. That proposal is not an adopted rule or a resolution of the questions Vertalo raises under this exemption.

For the exemption’s scope and existing safeguards, see our earlier report on the SEC order. The next meaningful development would be an SEC response or venue documentation showing how token records, the shareholder register and corporate actions work together. The public record reviewed for this report does not establish a qualified live venue or an implemented reconciliation process.