Our comment letter on the SEC's transfer agent proposal

Comment letter, File No. S7-2026-30. Transfer Agent Rules, Release No. 34-106246. 12 pages. November 3, 2026.

On November 3, 2026, Fairmint submitted a comment letter to the Securities and Exchange Commission on its proposal to modernize the transfer agent rules (Release No. 34-106246, File No. S7-2026-30). The letter is signed by Joris Delanoue, Co-Founder and Chief Executive Officer of Fairmint Inc and its subsidiary Fairmint TA LLC, a transfer agent registered with the Commission since December 15, 2023.

We support the Commission’s choice to state requirements as outcomes any recordkeeping system must meet. Our thesis is simple: a master securityholder file kept on private servers, in the cloud or on a distributed ledger should be judged by the same tests, “regardless of the technology or platform utilized.”

The letter is organized in three parts. Part I addresses the register, Part II the agent’s operations and the standards every agent should meet, and Part III what a modern register makes possible. Our comments apply equally to transfer agents for operating companies and for registered funds.

Part I. The register

We ask the Commission to apply one set of rules to every system, with no special regime for distributed ledgers, and to confirm that a qualifying onchain record can itself be the master securityholder file, not merely a mirror of an off-ledger master. We propose a functional definition of “exclusive control” in a new Rule 17ad-9(p), reaching every path that can change the register, including administrative access, software upgrades, data migrations and recovery.

We also ask the Commission to permit the master file, control book and transfer journal to be maintained as views of one authoritative history, and to confirm that a registered transfer agent may keep the master file from an issuer’s formation, so the record carries into registration or listing without being re-created.

Part II. How the agent operates

We support the one-business-day turnaround standard of proposed Rule 17ad-2(a), met with any reliable technology, and strongly support rescission of Rule 17ad-4 so that every registered transfer agent, for stock and for funds, meets one standard scaled by size and complexity.

The letter proposes written supervisory procedures under Rule 17ad-30, credit for tested preventive controls, a good-faith reliance safe harbor under Rule 17ad-31, and confirmation that possession of a key is distinct from authority to transfer.

Part III. What a modern register makes possible

We ask the Commission to confirm that a token is the share only when recorded on the issuer’s authority, that the master file may record pledges with the holder’s express consent, and that one recordkeeping transfer agent may be served by co-transfer agents across every venue, including tokenized securities venues. We also ask that the 15-day successor handoff become a duty to deliver complete, current and usable records.

“The lasting question is not which technology keeps the register, but who is accountable, which changes are lawful, and what happens when something fails.”

From the letter

Requested Commission actions

The letter closes with fourteen requested actions, reproduced below. Section references are to the letter.

1. Apply the same tests to every master file; confirm an onchain record can be the master (§ 1).
2. Define exclusive control by function in new Rule 17ad-9(p), and confirm that issuer co-signing does not break it; confirm that a co-transfer agent’s records kept under a written agreement and reported under Rule 17ad-10(c) do not, by themselves, negate exclusive control; state in Rules 17ad-9(b) and (h) that one recordkeeping agent may engage co-transfer agents, including for a tokenized form, and keeps exclusive control by authority; accept a real-time or same-day electronic feed under Rule 17ad-10(c) and (d) (§ 2).
3. Permit required records to be views of one authoritative history (§ 3).
4. Confirm a registered agent may keep the master file from formation, and accept a formation-date identifier mapped to the CUSIP; confirm token-form shares of an existing class keep its CUSIP (§ 4).
5. Adopt one-business-day turnaround, met with any reliable technology; keep Rule 17ad-31 items non-routine; publish common outcome standards; define receipt at the agent’s designated channel (§ 5).
6. Rescind Rule 17ad-4: one standard for stock and fund agents, scaled, with a transition period (§ 6).
7. Add scaled supervisory procedures to Rule 17ad-30 and give credit for tested preventive controls; accept SOC reports as a safe harbor and integrate Regulation S-P with Rule 17ad-30 (§ 7).
8. Revise Rule 17ad-31 for authorized persons, category approvals and good-faith reliance; apply restrictions to every tokenized form; let the processing agent decide and the other rely, and confirm an eligibility-level reasonable basis for tokenized transfers (§ 8).
9. Confirm key possession is not transfer authority; require tested recovery; confirm that Rule 17Ad-15 does not require a signature guarantee and that verified-wallet signatures can authenticate instructions under Rule 17ad-12 within risk-based thresholds; confirm a contract execution the holder signed is presentment by the holder (§ 9).
10. Confirm a token is a share only when recorded on the issuer’s authority by the recordkeeping agent or a co-transfer agent the issuer has appointed; accept onchain ownership statements; treat issuer-appointed co-transfer agent tokenization as issuer-sponsored and extend Form TA-2 Question 4(e) to subsidiary files (§ 10).
11. Permit consented pledges on the master file, and confirm recording is not custody (§ 11).
12. Support one recordkeeping transfer agent per issue, served by any number of co-transfer agents across every venue, including tokenized securities venues, with the six conditions; confirm a state-law stock-ledger designation covering both records and that unposted co-transfer agent entries within the Rule 17ad-10(c) period are not record differences; confirm registration once payment settles; and clarify Regulation S; accept tokenized deposits and payment stablecoins on a functional test (Q113); allocate obligations between the recordkeeping and co-transfer agent; confirm one omnibus FBO account with daily sub-ledger reconciliation (§ 12).
13. Require a complete, current, documented 15-day handoff with the audit trail, with independent access that survives a provider’s failure (§ 13).
14. Recognize transfer agent identity verification and consider, with FinCEN, whether registered transfer agents could become eligible for reliance; stage compliance (§ 14).

In 1969 the industry found “Standard Transfer Procedures Lacking.” This proposal is the chance to close that gap.

Read the full comment letter, including suggested rule text, notes and citations.

This article summarizes a public comment letter and is not legal advice. Nothing in this article is an offer to sell or a solicitation of an offer to buy any security.