Regulatory Architecture
Six layers, each with a named statute or registered intermediary. Nothing in this stack depends on regulatory ambiguity.
- 01
State corporate law
Wyoming W.S. § 17-16-625 expressly recognizes certificate tokens as evidence of share ownership. Delaware DGCL §§ 219 and 224 permit the stock ledger to be administered on a distributed electronic network.
- 02
Transfer agent of record
An SEC-registered transfer agent maintains the master ledger. Token supply is reconciled against that record; the transfer agent retains override authority.
- 03
Resale exemptions
Secondary transfers rely on Securities Act Section 4(a)(7), Rule 144 where holding periods are satisfied, Regulation D (including Rule 506(c)) for accredited placements, and Regulation S for offshore resales.
- 04
Onchain compliance engine
Polymath-based transfer restrictions encode accreditation status, jurisdiction, holding-period clocks, and legend removal conditions. Non-conforming transfers revert.
- 05
Execution venue
Matching and settlement occur through licensed alternative trading systems operated by registered broker-dealers, with atomic delivery-versus-payment in USDC.
- 06
Quoting status
SEC Rule 15c2-11 governs public quoting. Tokenize does not create a public quotation; it enables exempt private resale while an issuer pursues information-current status.