SEC Tokenized Securities Venue Requirements: What Builders Must Implement and Disclose

For teams building a Tokenized Securities Venue, the SEC’s temporary exemption creates a defined path for permissioned AMM trading in eligible tokenized stocks.

It also establishes boundaries that affect the market’s design: which assets can trade, who can participate, how much volume the venue can support, and what must happen when trading stops.

Understanding those boundaries early helps partners scope infrastructure, assign responsibility, and identify what must be ready before launch.

This guide focuses on the TSV exemption from the Exchange Act definition of “exchange.” The separate dealer exemption for certain proprietary liquidity providers has its own conditions. Neither exemption constitutes SEC registration, approval, or endorsement. The relief runs from September 17, 2026, through September 17, 2031, subject to SEC modification. SEC order, Introduction.

1. Establish who comprises the TSV

A TSV is an organization, association, or group of persons that provides one or more AMM liquidity pools for permissioned participants to trade eligible tokenized NMS stocks and sets standards for access.

The assessment follows the functions performed. Selecting a pool as the venue’s trading location, controlling pool parameters, setting fees, and holding pause authority can be relevant indicators. The order does not require every TSV to perform every example.

Trade-entry functionality supplied by the TSV including websites, wallet integrations, and other applications can form part of its operating perimeter. Third parties may provide verification or permissioning services, but the TSV remains responsible for those services’ compliance with the exemption. SEC order, I.A.

The TSV must also:

• Be a U.S. person and comply with applicable OFAC requirements.
• Satisfy the conditions concerning statutory disqualification.
• Keep other SEC-registered activities separate where required.
• Continue complying with other applicable laws, including anti-fraud and anti-manipulation provisions.

What this means for builders: document the participating entities, administrative keys, governance rights, upgrade authority, fee controls, and halt powers. Agreements should reflect how the market actually operates. SEC order, I and II.B.

2. Verify assets, shareholder rights, and participant access

The exemption applies to eligible Tokenized NMS Stock. Synthetic stock-price exposure, tokenized linked securities, security-based swaps, rights, and warrants fall outside that definition.

A qualifying stock token may trade against another qualifying stock token, a non-security crypto asset, or a tokenized Rule 2a-7 money-market fund.

Before admission, the TSV must verify that the token provides the same rights and privileges as the equivalent traditional share class, including economic interests, dividends, voting, and liquidation rights. For unaffiliated third-party tokenization, issuer communications must also reach token holders as specified by the order.

Primary issuance and initial offerings cannot occur on the TSV under this exemption. SEC order, I.A and II.E.

Both traders and liquidity providers must participate on a permissioned basis. Access can be enforced through the token, pool, another application, or a combination of mechanisms.

The infrastructure has a separate transparency condition: TSV distributed-ledger applications must be public, auditable, and deployed on a public, permissionless ledger. A permissioned market can therefore operate on a permissionless blockchain.

What this means for builders: verify asset eligibility and shareholder rights separately from technical compatibility. Then establish how access restrictions cover every supported trading route. SEC order, I.A and II.A.

3. Build the notice periods into the launch plan

The TSV must publish its initial public Notice at least 30 calendar days before operating. The Notice must appear prominently on a publicly available website and explain the venue clearly in plain English.

Within one business day after publication, the TSV must notify the SEC of its intended reliance, provide contact information, and identify the Notice URL.

For stock tokenized by an unaffiliated third party, an additional process applies:

• Send written Issuer Notice to the underlying issuer.
• Wait at least 30 calendar days after issuer receipt before trading.
• Honor an issuer objection received within that period.
• Disclose a timely objection in the public Notice within five business days.

These are separate launch dependencies. SEC order, II.C–D.

SEC staff’s October 20, 2026 FAQ states that the public Notice should be published after operations and access standards are established and ready for production. That is staff guidance, rather than an amendment to the order. SEC staff FAQ, Q.1.

What this means for builders: track publication dates, issuer receipt, objections, and readiness evidence before committing to a trading start date.

4. Enforce symbol and trading-volume limits

The exemption establishes two tiers, following the underlying stock’s Limit Up–Limit Down classification.

• Tier 1: up to 75 symbols, with average daily TSV volume per stock limited to 0.25% of the underlying stock’s prior-month average daily share volume.
• Tier 2: up to 250 symbols, with average daily TSV volume per stock limited to 2.5% of the underlying stock’s prior-month average daily share volume.

Symbol counts and stock-specific trading volume must be aggregated across affiliated TSVs. The underlying-volume denominator must use the relevant SIP-reported data.

The first volume exceedance in a stock does not require a three-month pause, but the TSV must remain within the limit going forward. Subsequent exceedances in that stock require an immediate three-month trading pause, including at affiliated TSVs.

Participants must be notified immediately of a volume-related pause, and the public Notice must be updated within five business days. Symbol-count limits have no equivalent first-time allowance. SEC order, II.F.

What this means for builders: monitoring must incorporate affiliated venues and the order’s calculation conventions. A pool-level transaction cap or settlement limit does not automatically implement the SEC’s volume calculation.

5. Make trading halts effective across the venue

A TSV must stop trading in a stock token concurrently with a halt or suspension of the underlying stock on its primary listing exchange.

It must immediately notify participants and retain records identifying the affected stock, reason, start and end times, resumption rationale, and relevant notices.

If the TSV independently stops making a stock available, participant notification is also required. Its public Notice must describe stoppage circumstances, risk controls, and resumption procedures. SEC order, II.H, II.L and III.cc.

Pausing a liquidity strategy does not necessarily stop swaps against liquidity already deployed.

The requirement concerns trading in the stock on the TSV. Implementation must therefore account for the relevant pool, token, interface, and direct-contract routes.

What this means for builders: identify the enforcement point for each route and verify stoppage and resumption behavior through deployment-specific tests.

6. Provide public transaction data and retrievable records

The TSV must make transaction data freely and publicly available in a machine-readable format:

• Covering the preceding 30 days.
• Updated within ten minutes of each transaction.
• Available to market participants at the same time and on the same terms.
• Denominated in U.S. dollars using consistent, impartial, and reasonable conversion methods.

Required information includes asset symbols, execution price and size, UTC transaction time, transaction direction, pool details, contract address, daily pair volume, and end-of-day pool size. SEC order, II.G.

Recordkeeping extends beyond completed trades. It covers trading interest, verification methods, fees, notices, stoppages, volume calculations, and operational events.

Required records must be maintained in the United States, preserved throughout the exemption and for three years afterward, and promptly producible in human-readable and reasonably usable electronic formats. The TSV must also consent to SEC staff examination.

Using onchain data as a record source does not remove the need to retrieve and produce the required information. SEC order, II.L.

What this means for builders: specify the data fields, publication pipeline, retention arrangements, and retrieval process before launch.

7. Maintain incident and disclosure processes after launch

For a significant operational event, the TSV must immediately notify participants once it has a reasonable basis to conclude the event occurred, promptly notify the SEC in writing, remedy the event as soon as reasonably practicable, and notify participants of remediation.

Records must preserve the event, communications, and remediation information. Recordkeeping also covers operational events below the significant-event threshold. SEC order, II.I and II.L.

The public Notice also requires ongoing maintenance. Key deadlines include:

• Within five business days: specified listing changes, volume-related pauses or resumptions, timely issuer objections, and discovery of materially inaccurate or incomplete Notice information.
• Twenty calendar days in advance: material operational or disclosure changes.
• Within thirty calendar days after quarter-end: non-material operational or disclosure changes.
• Within one business day after publishing a revision: notify the SEC.

Historical Notice versions must remain available on the TSV website. SEC order, II.C.

What this means for builders: connect operational change management to disclosure ownership and deadlines.

8. Distinguish required controls from required disclosures

Section II establishes substantive operating conditions. Section III specifies the contents of the public Notice.

That distinction matters. Some disclosure categories expressly allow the TSV to state that it has no relevant procedure for example, certain complaints, systems-safeguard, or trading-monitoring arrangements.

A mandatory disclosure should therefore be assessed carefully before being translated into a mandatory technical feature. Disclosing an absent procedure does not remove other applicable legal obligations or substitute for an expressly required control. SEC order, II–III.

The TSV also faces restrictions on borrowing, hypothecation, and extending credit for stock-token purchases on the venue. These conditions should be assessed before introducing financing features.

Public and private statements must avoid suggesting that the SEC has registered, approved, or endorsed the exempt venue activity. SEC order, II.J–K.

Where Steer supports implementation

Once the requirements and responsibilities are mapped, partners can determine which infrastructure components fit the deployment.

Smart Pools support automated liquidity positioning and rebalancing. They address the management of capital within the selected market and strategy. Smart Pools documentation.

Steer’s Secondary Market Hook supports controlled execution and settlement routes. Its documented signed-quote path includes signature verification, trader and pool binding, expiry, replay protection, amount limits, and oracle-policy checks. The architecture also includes configurable oracle-health, capacity, and solvency controls. Hook documentation.

Matador by Steer supports delegated execution permissions through supported smart-account integrations, including authorized identities, permitted calls, value limits, and state conditions. Matador documentation.

Each component has a defined scope. Account permissions, settlement controls, participant eligibility, venue-wide halts, and regulatory volume calculations must be mapped and verified separately across the complete implementation. Any issuance or redemption connection requires its own legal assessment.

For the liquidity operating plan behind these integrations, read Building a Tokenized Securities Venue: From First Pool to Ongoing Liquidity Operations.

Discuss your TSV requirements with Steer. Bring your proposed assets, participant model, trading routes, and existing controls. We can help scope the liquidity-management and execution infrastructure, identify integration dependencies, and define what the deployment needs to demonstrate.

This article is an implementation overview of SEC Release No. 34-106402, not legal advice, an exhaustive compliance checklist, or a determination that any deployment satisfies the exemption.