Who may mint a tokenized share: SEC, ESMA and MAS answer

Robinhood switched on stock tokens for European users on 30 June 2025. In the 441 days since, three of the world's most active securities regulators have written down what tokenized shares are, and none of them has answered the question that Robinhood and AMC are fighting over: whether the company whose name is on the token gets a say.

“Tokenized securities are still securities. Blockchain technology does not have magical abilities to transform the nature of the underlying asset.”

— Hester Peirce, SEC statement on tokenized securities, 9 July 2025

Hester Peirce, Commissioner, US Securities and Exchange Commission

The four documents arrived in this order:

• 18 May 2025: the European guidelines on when a crypto-asset is a financial instrument take effect.
• 9 July 2025: SEC Commissioner Hester Peirce publishes her statement on tokenized securities.
• 14 November 2025: Singapore reissues its tokenisation guide for capital markets products.
• 28 January 2026: SEC staff from three divisions publish a joint taxonomy of tokenisation models.

Three models, one rule

Peirce set the American position in a single line on 9 July 2025, and her point was technical. A token giving you exposure to a share is either that share, a receipt for it, or a separate contract with someone who holds it. A buyer of the third kind owns a claim on an intermediary, not on the company.

On 28 January 2026 staff from three SEC divisions turned that into a taxonomy, as Dechert set out. Federal securities laws apply to each model to the same extent as to the traditional counterpart, whatever the format, and getting the model wrong changes which registration and disclosure duties attach. Chair Paul Atkins has since put a narrow innovation exemption on the 2026 agenda, drafted to allow limited trading of certain tokenized securities on new platforms. None of it turns on the consent of the company being tokenized.

Substance over label

Europe answered earlier and more mechanically. The guidelines on when a crypto-asset qualifies as a financial instrument took effect on 18 May 2025, and the test is substance over form: what counts is the economic reality and the rights conferred, not the label. A token carrying rights from Annex I of the markets in financial instruments directive falls under securities law and outside the crypto-asset regulation. A firm that guesses wrong runs a regulated investment service without the right licence.

Europe also produced the one supervisory case on the record. On 7 July 2025 the Bank of Lithuania, which supervises Robinhood's European entity, asked the firm to explain the structure of its OpenAI and SpaceX tokens. Those were not shares but wrapped exposure to special purpose vehicles holding private stock, which is the third category Peirce described two days later.

Singapore wrote the shortest rule. On 14 November 2025 the central bank reissued its 2017 guide on digital token offerings as a guide to the tokenisation of capital markets products, keeping the focus on economic substance. A token representing a share, a bond or a fund unit is regulated as that product under the Securities and Futures Act, like its untokenised twin, with no separate security-token statute. The same instinct runs through Singapore's stablecoin legislation.

The question none of them answers

The gap is the same in all three. They define the object and leave out who may create one. An issuer objecting to a token that references its stock has no provision to point at, which is why the dispute stays commercial: AMC argues about its name and its capital raising, Robinhood argues that a lawful holder may do lawful things with shares already in circulation, and both positions survive every document above.

For a buyer the practical test is the one Peirce named. A direct token, a depository receipt and a contract with an intermediary look identical on a trading screen and behave differently when something breaks. That difference is the whole of the risk, and you can establish it before you buy.

This piece is informational, not a recommendation to buy, sell, or hold any asset.