Framework
Issuer-Sponsored
The issuer, or an agent acting for it such as a transfer agent, tokenizes its own security. The SEC statement describes two ways to do this:- Onchain master securityholder file. The issuer integrates the crypto network into the records it uses to track owners of the security, so a transfer of the token is a transfer of the security on the master securityholder file.
- Offchain master securityholder file. The issuer keeps its ownership records offchain and issues a token to security holders. The token does not itself carry the security’s rights, but transferring it notifies the issuer or its agent to record the transfer of the security.
Third Party-Sponsored
A third party unaffiliated with the issuer tokenizes the issuer’s security. In the SEC staff’s words, the token “may or may not represent an ownership interest in or contractual obligation of the issuer of the underlying security,” and holders “may be exposed to risks with respect to the third party, such as bankruptcy, to which a holder of the underlying security would not necessarily be exposed.” The statement identifies two models:- Custodial. The third party holds the underlying security in custody and issues a token evidencing the holder’s direct or indirect ownership interest in it, such as a tokenized security entitlement. The SEC staff treats digital custodial receipts as part of this model.
- Synthetic. The third party issues its own security that provides synthetic exposure to the underlying security, such as a tokenized linked security (for example a structured note) or a tokenized security-based swap. It is not an obligation of the underlying issuer and confers no rights from that issuer.
Relationship to Tokenization Structure
Sponsorship and tokenization structure are classified independently, but they tend to line up:- Issuer-sponsored securities are usually Direct (the issuer’s own register is onchain) or Vehicle (a fund or SPV tokenizes its own interests).
- Third party-sponsored custodial tokens are usually Depositary.
- Third party-sponsored synthetic tokens are usually Claim.
In the API
The classification appears on assets astokenization_sponsorship_type, with values ISSUER and THIRD_PARTY. See the Assets Schema.
The SEC statement reflects the views of SEC staff, not a rule or statement of the Commission, and has no legal force. Classifications may change as new information becomes available.