Why now

The rules are being rewritten toward this.

Twice in three weeks, the SEC proposed something that changes who keeps the record of who owns a private company. Neither one is law. Both are worth reading, and this is what they say.

33-11434

A new way to raise money, and a duty that comes with it

Proposed on 18 August 2026 and published in the Federal Register on 21 August. It would create two exemptions from registration for offerings of certain investment contracts involving crypto assets: one of up to $5 million over four years, and one of up to $75 million in any twelve months. Both would require narrative disclosure to investors. The larger one would also require financial statements and ongoing reporting. Comments are due 20 October 2026.

34-106246

A rewrite of the rules for keeping the book

Proposed on 1 September 2026. The SEC writes that its transfer agent rules “have not been substantively updated since the first rules were adopted in the late 1970s and early 1980s,” and that market participants are now “actively seeking to bring blockchain-native, or ‘onchain’ transfer agents into the U.S. market.” It would amend eleven rules and both registration forms, and rescind one rule. The Federal Register published it on4 September 2026, so comments are due3 November 2026.

I. The clause

Being current on your records becomes the condition, not the paperwork.

This is the single most consequential sentence in either proposal, and it is easy to miss.

The crypto-assets proposal would define a new class of “qualified purchaser” so that state registration and qualification requirements are set aside — not only for the offering itself, but for later trades in the same instrument by anyone other than the issuer, an underwriter or a dealer.

And it would attach a condition to that. In the SEC’s words, the secondary market preemption

“would continue for the period during which the issuer continues to satisfy the disclosure and filing and/or periodic reporting requirements of an exemption under Regulation Crypto Assets for that covered investment contract.”
Release 33-11434, at 169–170

Read that as an operator rather than a lawyer. If it were adopted as written, the thing that keeps your investors able to sell is you staying current. Not a filing you make once. A record you keep, continuously, and can produce.

That is the difference between cap-table software and a keeper of the book. Software makes the record your job and hands it back to you. A keeper does the work and answers for it.

II. The chain, named

A register on a blockchain would be permitted. Not required, and not a shortcut.

The transfer agent proposal would rewrite the definition of the master securityholder file — the list of every holder of record and what they hold — so that it does not name a format. The SEC says the amended definition

“would permit a transfer agent to utilize a blockchain or other distributed ledger technology as its master securityholder file, or a component thereof, but it would not mandate it.”
Release 34-106246, at 87

Two more changes in the same proposal are the unglamorous half, and they are the half we care about. The control book — the record of how many shares exist — would have to show authorised, issued and outstanding securities, because all three are needed to catch an over-issue. And Form TA-2 would add a question asking, each year, for how many issues a distributed ledger was used to maintain the master securityholder file.

Nobody writes a reporting line for something they expect nobody to do.

III. What this does not mean

Both of these are proposals. Neither is law.

Neither proposal has been adopted. Both are in an open comment period, and either could change substantially or not be adopted at all.
Nothing on this site is approved, endorsed, permitted or required by the SEC, and we will not describe it that way if either proposal is adopted.
Deal Box Transfer Services LLC has not filed Form TA-1. We keep the register to the standards written for transfer agents, which describes how we work and not what we are.
Nothing we do for a client depends on either proposal passing. The book is kept the same way either way.

The honest version of the argument is short: the rules are being rewritten toward what we already built. That is a reason to pay attention, not a claim about anybody’s blessing.

IV. Read them yourself

The primary documents, not the press release.

Regulation Crypto Assets

Release 33-11434 · File No. S7-2026-27 · comments due 20 October 2026

sec.gov ↗

Transfer Agent Rules

Release 34-106246 · File No. S7-2026-30 · comments due 3 November 2026

sec.gov ↗

We are filing a public comment letter on both. They are drafts until they are filed, and they are on the site either way. Read the comment letters.

The market you are about to be in still needs a keeper.

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