Release 34-106402
Vertalo orchestration for the Innovation Exemption
- On September 17, 2026 the SEC issued an exemptive order, Release 34-106402, File No. 4-927. It runs to September 17, 2031. (V)
- A Tokenized Securities Venue may trade tokenized shares of exchange-listed stock in permissioned pools on a public, permissionless blockchain without registering as an exchange.
- A listed stock reaches such a venue in one of two ways. The company tokenizes it, or has it tokenized on its behalf. Or a third party unaffiliated with the company tokenizes it.
- For a third party's token, the venue sends the company written notice and waits 30 calendar days from receipt. An objection in writing inside that window means the venue cannot make the token available for trading. (II.D)
- Every token must carry the same rights as the share: the same interest in the company, the same dividends, the same votes, the same share on liquidation. (II.E)
Across the order's 60 pages, "transfer agent", "registrar", "holder of record", "custodian" and "nominee" each appear zero times. The order mentions a shareholder register once, as a risk a company might object to, and names nobody to carry it.
Vertalo is an SEC-registered transfer agent and tokenization platform. It keeps the register of record: the holders, the classes, the allocations and the holdings. In Vertalo's service the book-entry register is the record, tokens are optional for every party, and holding is custodial.
Vertalo is not a venue, a custodian, a broker-dealer or a liquidity provider.
From go-live, Vertalo's team runs the orchestration for you on your records, with the console you can walk today on sample data at innovation.vertalo.com. Fees start when your service goes live.