Original/Odaily Planet Daily ( @OdailyChina )

Author/Golem ( @web3_golem )

With the Trump administration's deregulation of crypto this year, the security tokenization sector has made substantial progress, with US stock token trading platforms mushrooming. However, with the precedent set by centralized crypto exchanges, nearly all US stock token trading platforms recognized the importance of regulatory compliance early on, viewing it as a core competitive advantage. In particular, the recent MyStonks "$6.2 Million" public relations incident, which involved regulatory scrutiny (related reading: $6.2 Million Withdrawal Blocked? MyStonks Directly Responds: Due to Regulatory Enforcement, Not Platform Misappropriation ), has reignited market debate on the regulatory compliance of US stock token trading platforms.

So, what licenses are required to establish a compliant US stock token trading platform? The vast majority of US stock token trading platforms on the market employ an order flow model. This means that users buy and sell US stock tokens on the platform, and the platform then trades the corresponding US stock shares off-chain at a 1:1 ratio using US stock accounts. The platform also partners with licensed traditional banks or brokerages to provide custody for user assets. Therefore, US stock token trading platforms are essentially operating as securities brokerages.

According to the US SEC's July 9, 2025, statement on security tokenization, tokenized securities are still securities , and market participants must consider and comply with federal securities laws when engaging in these transactions . This means that while there are currently some ambiguities in US regulation of US stock token trading platforms, considering the compliance requirements of traditional brokerages offers valuable guidance for US stock token trading platforms, given their similarities in business operations. For example, Dinari, a US stock token trading platform currently compliant in the US, applied for regulatory compliance in accordance with the requirements of traditional brokerages. It is a registered securities transfer agent under the US SEC (Section 17A(c)) and has obtained US securities dealer registration.

However, in actual business scenarios, the licensing requirements for US stock token trading platforms vary, depending on whether they offer services to US users, whether they match/make market transactions, whether they offer fiat currency deposits and withdrawals, and whether they personally hold/custody actual shares . In this article, Odaily Planet Daily will use the US compliance requirements for traditional brokerages as a reference to discuss which licenses a compliant US stock token trading platform may require. (Note: This article is for general discussion only and should not be used as a formal compliance reference or legal advice for businesses.)

FinCEN MSB (Money Services Business) registration (required)

FinCEN stands for the Financial Crimes Enforcement Network. It is an agency under the U.S. Treasury Department. It is mainly responsible for enforcing anti-money laundering (AML) and counter-terrorism financing (CFT) regulations, and regulating "money service businesses" (MSBs) including virtual currencies.

In its interpretation released in 2019, FinCEN defined "convertible virtual currency (CVC)" as "virtual currency that can be interchanged with legal tender or used as a substitute for legal tender", and pointed out that "exchangers/issuers/administrators" who accept/transmit or buy and sell CVC must register as MSBs with FinCEN and fulfill AML/CFT reporting and record-keeping obligations.

For compliant US stock token trading platforms, this license is almost a must-have . Even though most US stock token trading platforms don't directly handle USD deposits and withdrawals, their businesses are essentially based on receiving and transmitting USD-pegged stablecoins, which meets FinCEN's definition of CVCs and therefore comes under FinCEN regulation.

ATS (Alternative Trading System) license (ambiguity exists)

An ATS license, short for Alternative Trading System license, is granted by the US Securities and Exchange Commission (SEC) and allows licensees to operate a trading platform that facilitates securities trading, independent of traditional securities exchanges. Generally speaking, digital asset trading platforms don't require this license, as most digital assets are already considered commodities. However, tokenized US stocks are still considered securities, thus falling under the SEC's regulatory purview.

To apply for an ATS license, you must first register as a broker-dealer with the US SEC, and then apply to become a member of FINRA (Financial Industry Regulatory Authority) before submitting a Form ATS application to the US SEC. After submitting the application, you need to continuously report operating data to the US SEC and comply with relevant transaction transparency and anti-money laundering regulations.

However, the US SEC's requirement for an ATS license is that the platform operates a securities matching trading system. However, the reality is that most US stock token trading platforms currently do not match US stock buy and sell transactions from multiple parties. Instead, they employ an order flow model, trading one-on-one with users. Therefore, they currently do not fall under the ATS category. However, since they still involve securities trading, platforms must still obtain a broker-dealer license.

Become a FINRA/SIPC member (recommended)

FINRA (Financial Industry Regulatory Authority) is a self-regulatory agency for the securities industry in the United States (a non-governmental agency, but overseen by the SEC). It is responsible for regulating brokerage firms and registered brokers, developing and enforcing industry rules, conducting audits and inspections, assessing licenses, handling industry discipline and investor complaints, and operating BrokerCheck, a tool for checking brokerage/broker backgrounds.

In the United States, all broker-dealers involved in securities trading must register and, in most cases, become members of FINRA. FINRA is responsible for daily oversight, business rules, anti-money laundering, and compliance systems. As a quasi-brokerage and securities brokerage service, a US stock token trading platform should also become a FINRA member for compliance purposes.

SIPC (Securities Investor Protection Corporation) is a nonprofit organization established by Congress. It serves as an investor protection mechanism. When a brokerage firm that is a SIPC member fails and client cash or securities are misappropriated or lost, SIPC can help recover client assets or provide cash/securities compensation. Membership in SIPC is not a legal requirement, but it has become the norm in the industry. However, a prerequisite is that the platform must be registered as a broker-dealer. Most registered broker-dealers in the United States that offer services to the public are SIPC members.

Although SIPC does not explicitly state that it protects tokenized assets, given that U.S. stock tokens are essentially securities, customer protection obligations may still be triggered. Compliant U.S. stock token trading platforms should become SIPC members.

Transfer agent registration (optional)

Transfer agents are regulated by the US SEC and are primarily responsible for securities registration, transfers, and shareholder register maintenance. When investors buy or sell stocks, transfer agents update shareholder records, ensuring shares are transferred from the seller to the buyer. They also handle dividend payments, rights issues, stock splits, and other matters. Traditional financial brokerages and brokers typically employ transfer agents.

US stock token trading platforms can also apply to register transfer agents. Dinari, for example, has successfully applied for this license. However, in general, most US stock token trading platforms choose to cooperate with existing licensed brokerages or banks and do not apply to register transfer agents themselves.

However, it's worth noting that some US stock token trading platforms offer dividend distributions to token holders. This involves documenting ownership of shareholders, requiring the platform to register a transfer agent or develop a detailed cooperation plan with the designated transfer agent to comply with regulations. For example, Dinari distributes dividends to US stock token holders in the form of USD+ stablecoins issued on Arbitrum One.

CFTC (Commodity Futures Trading Commission) registration (required for derivatives business)

If a US stock token trading platform involves contracts or leveraged trading of US stock tokens, it must also register with the Commodity Futures Trading Commission (CFTC). Because US stock tokens are essentially securities, any contracts or leveraged trading based on them as underlying assets will fall under the CFTC's derivatives regulation.

If you process futures/derivatives transactions for users and collect margin, you need to register as a Futures Commission Merchant (FCM). If your platform's derivatives transactions involve foreign exchange, you need to register as a Retail Foreign Exchange Dealer (RFED). If your platform includes a matching system and introduces clients to the derivatives market, you need to register as an Introducing Broker (IB).

In addition, platforms that provide US stock token derivatives trading must also comply with the rules of the NFA (National Futures Association).

Not providing services to US users reduces compliance difficulty by half

In summary, becoming a compliant US stock token trading platform is not easy, and obtaining one or more licenses does not guarantee full compliance. So why do some US stock trading platforms still claim to be compliant? Or is there another standard for compliance?

The answer is yes. In fact, as long as a platform adheres to a policy of not providing services to US users, compliance is significantly reduced. As long as a US stock token trading platform does not provide services to US users, theoretically, it does not need an ATS license, FINRA/SIPC, transfer agent, or CFTC registration. Many US stock token trading platforms in the market restrict US users and US regions through KYC verification and IP blocking to meet the requirement of not providing services to US users, thereby circumventing the cumbersome US regulatory process.

For US stock token trading platforms targeting the global market, restricting access to US individuals and regions will not significantly impact their business. However, it is important to note that the US, as the "world police," has strong "long-arm jurisdiction" by the SEC and CFTC. If US users bypass KYC or IP restrictions through VPNs, proxies, or third-party channels, they will still trigger compliance regulations from the SEC and CFTC.

This has happened numerous times within CEXs, with many exchanges that announced their withdrawal from the US market still facing prosecution by the SEC/CFTC. Therefore, even if their current target is non-US users, US stock token trading platforms should be proactive and avoid falling into the SEC/CFTC's regulatory trap.