Tokenization of US Stocks: Financial Reconstruction by Moving "Rights" Instead of "Code" onto the Blockchain

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Understanding the tokenization of US stocks as "turning stocks into tokens" is less accurate than viewing it as transforming the legal claims of shareholder rights into programmable objects. The real reconstruction lies not in the technical layer, but in the re-pairing of the four pipelines: law, custody, clearing, and accounting.

1) Essence: Mapping from "Registered Ownership" to "Programmable Rights"

The key to tokenization is "rights mapping" rather than "price mirroring." For a token to have financial efficacy, it must answer four verifiable questions:

  1. Legal Claims: What exactly does the token correspond to? Original shares, DR/beneficial certificates, or synthetic exposure? Is it redeemable? Who has priority under bankruptcy law?

  2. Registration and Recording: Who is the record keeper of the final shareholder register (transfer agent/registrar)? Can a blockchain address be considered a "registered name holder"?

  3. Clearing and Settlement: How do the securities leg and the funds leg achieve atomic settlement (DvP/T+0 vs T+2)? Is the funds leg a stablecoin, central bank settlement asset, or bank wire?

  4. Corporate Actions: How are dividends, stock splits, voting, and stock dividends executed on-chain? Is the information disclosure equivalent to off-exchange securities regulations?

Only when these four links are closed can the token possess the integrity of "financial property rights"; otherwise, it is merely a "price tracking tool."

2) Market Architecture: Three Viable Topologies and Their Trade-offs

  • Custodial Certificate Type (Wrapped/DR-like)
    **Regulated custodians hold the underlying stocks and issue on-chain beneficial certificates. Advantages: Clear legal pathways, easy compliance; Disadvantages: Strong coupling with traditional custody/transfer systems, limited *composability*.

  • Synthetic Exposure Type
    **Replicates price behavior through over-collateralization and oracle price feeds. Advantages: On-chain native, strong composability; Disadvantages: *Does not directly convey shareholder rights*, lacking legal certainty in corporate actions and bankruptcy protection.

  • On-chain Native Issuance Type
    **Directly completes issuance, registration, and trading on-chain (future form). Advantages: Has "programmable corporate actions" from the start; Challenges: Securities law adaptation, cross-border recognition, and migration of primary market liquidity.

The first principle for judging advantages and disadvantages is the trade-off between legal enforceability and technical composability. Institutions lean towards the first two, while DeFi leans towards the latter; the real increment lies in a "hybrid stack" that bridges both ends.

3) Infrastructure: Connecting the Four Pipelines into a Closed Loop

  • Legal and Compliance Module: KYC/AML, whitelist for the register, geographical and investor type restrictions for secondary circulation (qualified investors, offshore exemptions, etc.).

  • Accounts and Identity: Dynamic balance between compliant wallets, revocable certificates, transferable credentials, and privacy layers (ZK proofs).

  • Clearing and Funds Leg: The accessibility of stablecoins/deposit tokens/central bank wholesale CBDCs determines the depth of atomic DvP implementation.

  • Corporate Action Automata: On-chain registries + smart contracts driving dividends, voting, and information disclosure; synchronizing ISIN/CUSIP, capital changes, and cut-off dates with oracles.

  • Auditing and Accounting: On-chain verifiable event logs mapped to accounting entries (dividends = profit distribution, buybacks = equity changes), supporting continuous auditing and credential-level traceability.

This is a new capital pipeline "with the chain as the interface": not replacing Wall Street, but programmably exposing it as an API.

4) Paradigm Shift: Efficiency is Not the Selling Point, "Composability" Is

  • Market Access: 24/7 trading and minute-level account opening are not gimmicks; the key lies in global availability and frictionless cross-border consideration (stablecoins/FX).

  • Liquidity Release: Fractional shares + global order flow integration truly unlocks marginal buyers (geographical and face value thresholds are bridged).

  • Financial Legos: When tokenized equity becomes collateral, yield splitting, and structured modules, the traditional investment banks' "off-exchange structured capabilities" are distilled into open-source building blocks.

The core currency of the paradigm shift is composability, which shifts the boundaries of product innovation from "brokerage systems" to "developer ecosystems."

5) Risks and Constraints: Three "Hard Constraints" Must Be Addressed Head-On

  1. Regulatory Homogeneity: Cross-jurisdiction compliance cannot rely on "technical arbitrage." It must demonstrate that on-chain processes are equivalent to information symmetry, appropriateness, and market integrity under securities law.

  2. Technical Robustness: Contract upgrade mechanisms, multi-signature/threshold governance, oracle disaster recovery, and minimal trust in cross-chain bridges; everything revolves around recoverability and minimal explosion radius.

  3. Accounting and Taxation: Income categories for dividends, how token buybacks are recorded, fair value measurement and impairment testing for synthetic exposure—without clear standards, institutions will remain on the sidelines.

In short, it is necessary to exchange institutional compliance comfort for developer composability, not the other way around.

6) Implementation Path: Three Stages from "Bridging" to "Native"

  • Stage A: Bridging (Current)
    Custodial certificate type + stablecoin settlement, moving off-chain rights to an on-chain interface, focusing on connecting compliant wallet whitelists and on-chain register synchronization.

  • Stage B: Integration (Mid-term)
    Full on-chain execution of corporate actions, dividends, and voting; atomic DvP for securities leg and funds leg becomes the norm; tokenized stocks accepted by mainstream market-making and buyback programs.

  • Stage C: Reconstruction (Long-term)
    Native on-chain stocks interconnect with off-exchange markets, on-chain registration = statutory registration; the funds leg is carried by central bank or regulated deposit tokens, with clearing risk approaching zero.

7) Institutional Landing Checklist: Five "Penetrative" Due Diligence Questions

  1. Legal Credentials: What exactly does the token correspond to—actual shares, beneficial certificates, or swaps? Is it redeemable, and what are the redemption window and fees?

  2. Register Status: Is the blockchain address considered a registered name holder? If not, who is the agent name holder? How is bankruptcy isolation designed?

  3. Corporate Action SLA: How are the processing times for dividends/voting, failure retries, and dispute resolution mechanisms executed on-chain?

  4. Clearing Model: Who guarantees DvP? What type of settlement asset (fiat, stablecoin, deposit token) is the funds leg asset?

  5. Composability Boundaries: How are whitelists, geographical, and investor classifications implemented at the smart contract level to achieve fine-grained permissions without compromising composability?

For risk control teams, this checklist is more discerning than any "on-chain TVL."

8) Investor Methodology: Three Viable Strategies

  • Arbitrage and Market Making: Price discrepancies between off-exchange original shares and on-chain beneficial certificates/ETFs, time zone misalignments, and price differences before and after corporate actions.

  • Collateral and Yield Management: Using tokenized stocks as collateral for leverage and re-pledging, provided there are clear disposition rights clauses and liquidation priorities.

  • Structured Compositions: Splitting dividend flows, voting rights, and price exposure into different token flows, creating new products like "yield notes + governance notes."

The true value of tokenization lies in writing the verifiability (rights, registration, clearing, accounting) of capital markets into smart contracts, aligning law and code in an auditable state machine. When the shareholder register, corporate actions, and funds clearing form a single source of truth on-chain, the friction and compliance costs of accessing global capital will be systematically reduced.

This is not about "DeFi replacing Wall Street," but rather Wall Street entering the on-chain world in API form: regulators gain observability, institutions gain compliant composability, and developers gain programmable financial primitives. For forward-looking investors and builders, the next stage of advantage lies not in "whether to go on-chain," but in who can first achieve on-chain isomorphism of rights, clearing, and accounting. When these three close the loop, the paradigm shift will be truly complete.

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