Coinbase Urges SEC to Allow Third-Party Tokenization Without Issuer Consent

TLDR:

• Coinbase filed a formal SEC submission opposing mandatory issuer approval for third-party stock tokenization on April 1, 2026.
• The filing argues issuer consent mandates contradict Section 4(a)(1) of the Securities Act and decades of SEC legal precedent.
• Coinbase warns that requiring issuer approval could create anticompetitive barriers and push blockchain innovation offshore.
• A flexible dual framework supporting both issuer-led and third-party tokenization would unlock T+0 settlement and 24/7 trading.

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Coinbase filed a formal submission with the SEC’s Crypto Task Force on April 1, 2026, addressing third-party tokenization of publicly traded securities.

The document argues against requiring issuer approval for blockchain-based representations of existing stocks. The filing responds to the SEC’s ongoing effort to modernize securities markets through blockchain technology.

Coinbase’s position centers on protecting secondary market activity from unnecessary regulatory barriers.

Coinbase Challenges Issuer Veto Power Over Secondary Markets

The full title of the submission is “Re: Why Third-Party Tokenization of Publicly Traded Securities Should Not Require Issuer Approval.”

Coinbase argues that mandating issuer consent contradicts established U.S. federal securities law. Specifically, the filing references Section 4(a)(1) of the Securities Act, which permits resale without issuer involvement in many secondary-market scenarios.

The company also cited Rule 17Ad-20, which governs transfer agents and secondary market restrictions. Decades of SEC precedent support free transferability of securities in secondary markets. Issuers traditionally hold no veto power over how investors transfer or custody shares after entering public markets.

According to the tweet by @martypartymusic, Coinbase warned that requiring issuer approval would grant companies unprecedented control over lawful secondary-market activity.

This could create anticompetitive barriers and favor incumbent-controlled closed systems. Such a mandate would directly stifle innovation in the tokenization space.

Coinbase further clarified that third-party tokenization does not create a new security. Instead, it represents existing shares on a blockchain while fully preserving shareholder rights, including voting, dividends, and corporate actions.

Flexible Framework Would Support Both Issuer and Third-Party Tokenization

Coinbase advocates for a dual approach that accommodates issuer-led and third-party tokenization simultaneously.

Under this framework, companies could issue their own blockchain versions of shares if they choose. Independent platforms, however, would also be free to create tokenized representations of existing stocks.

The filing points to recent SEC-friendly developments as evidence that issuer consent is unnecessary. Nasdaq’s tokenized trading pilots and the DTCC’s Tokenization Services have both advanced without imposing such requirements. Adding a consent mandate now would represent a reversal of regulatory progress already underway.

A flexible framework, Coinbase argues, would unlock key market efficiencies. These include T+0 instant settlement, 24/7 trading, reduced intermediary costs, greater transparency, and peer-to-peer transfers.

Tokenized stocks could also integrate with decentralized finance protocols while maintaining regulatory compliance.

Coinbase also warned that overly restrictive rules could push blockchain innovation offshore. This would limit the SEC’s ability to oversee markets and gather data for future rulemaking.

The filing ties directly to the SEC’s planned “innovation exemption,” urging that access to it not be unnecessarily restricted.

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Source: https://blockonomi.com/coinbase-urges-sec-to-allow-third-party-tokenization-without-issuer-consent/