The latest draft of the Clarity Act, published ahead of Thursday’s Senate Banking Committee markup, shifts the policy posture on tokenized securities. Where the January version sought to prevent tokenization from weakening existing regulation, the current draft focuses on preventing tokenization from restricting market access. The SEC gains broader latitude in rulemaking, while the draft leans more heavily on existing law rather than creating new prescriptive rules.
The shift is most visible in the fine print. The January version stated that tokenization alone could not be used as a basis to exempt anyone from registration requirements. The current draft takes the opposite approach, stating that nothing in the section may be construed to limit the ability of any person to offer or sell any tokenized security, consistent with federal securities laws.
The SEC has already taken steps in this direction. Its April staff statement indicated that wallet providers and DeFi user interfaces don’t need to register as broker dealers, based on an interpretation of existing law rather than formal rulemaking. The new legislative language would reinforce that posture by making market access the statutory default.
Both versions establish the principle that a tokenized security should be treated as the security it represents. But the current draft adds explicit authority for the SEC to adapt how regulatory requirements are satisfied, subject to two high level principles. Rules can deviate from parity treatment where necessary in light of the unique technological characteristics of digital assets, or where consistent with the public interest, investor protection, fair and orderly markets, and capital formation.
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