Issuer Authorisation: A Key Institutional Foundation for Tokenisation

Several global capital-market developments over the past week have brought the institutional dividing line for “bringing assets on-chain” into sharper focus.

There were new developments involving Nasdaq, the Hong Kong Securities and Futures Commission (SFC) and Janus Henderson. During the same period, OKXICE, the joint venture between ICE and OKX, faced objections from 26 listed companies, which successively stated that they did not consent to their shares being tokenised under the proposed arrangement.

The public record suggests that the distinction lies not only in the technology, or in whether tokenisation is used at all, but in a more fundamental question: has the issuer of the relevant asset consented to, and participated in, the arrangement?

An important fork: the legal relationship between a tokenised security and its issuer

“Tokenisation” has been used broadly in recent years, but it can describe at least two distinct legal and operating structures.

The first is issuer-bypass. A third party may link an on-chain “synthetic token” to the price of a listed company’s shares. Such an arrangement may not be based on issuer consent, the official shareholder register or a direct transfer of the underlying security. It may be faster to deploy, but the legal rights, regulatory classification and enforceability of the arrangement require separate analysis.

The second is issuer-sponsored. A listed company, asset manager or licensed institution issues its shares or fund units in token form. The on-chain record connects with the official shareholder register, and a transfer of the token corresponds to a transfer of the underlying security itself.

Recent events, together with the Nasdaq approval documents in March this year, provide a comparison of regulatory and market responses to the two approaches. The issuer-bypass route has encountered coordinated issuer objections, while issuer-sponsored initiatives have continued to advance across different jurisdictions.

United States: Nasdaq and ICE-related proposals take different routes

This contrast is particularly visible in the proposals associated with the parent companies of the two major US exchanges.

Nasdaq: issuer-sponsored. It submitted its proposal to the SEC in September 2025 and obtained approval in March 2026. Nasdaq President Tal Cohen described the core design as an “issuer-sponsored approach”, placing listed companies at the centre of the equity ecosystem. Its technical and legal arrangements are equally important:

● The design objective is for a token transfer to have the same legal and regulatory effect as a transfer of the underlying security;

● The on-chain record connects directly with the issuer’s official shareholder register; and

● According to the proposal documents, it proceeds through the full exchange rule-approval process (SR-NASDAQ-2025-072), rather than relying on a regulatory exemption.

In other words, Nasdaq’s design is not intended to create a separate new asset. It allows the same security to exist in another form of recordkeeping and trading.

ICE, the parent company of the New York Stock Exchange, has taken a different route that may be faster to deploy but entails greater legal and execution uncertainty. In March 2026, ICE invested in OKX at a US$25 billion valuation and obtained a board seat. In June, it formed OKXICE, a 50–50 joint venture with OKX. On 4 October, OKXICE submitted a proposal to the SEC to tokenise 63 NYSE-listed stocks and offer 24/7 trading.

Rather than following Nasdaq’s exchange rule-approval route, the proposal relies on the SEC’s “Innovation Exemption” introduced on 17 September 2026. This five-year conditional exemption allows tokenised stocks, subject to applicable conditions, to be exempt from certain exchange-registration, Regulation NMS and consolidated-tape requirements, and to trade through automated market makers and liquidity pools.

According to interpretations by several US law firms — Davis Polk, Skadden, Sullivan & Cromwell and Gibson Dunn — the exemption uses an opt-out mechanism under which an issuer is deemed to consent if it does not object within 30 days, rather than requiring affirmative issuer consent. These are third-party legal interpretations; the SEC’s formal rules and applicable documents remain authoritative.

The opt-out mechanism subsequently triggered a sequence of objections:

Source: Reuters and related public materials. All dates in the table are in 2026.

Within two weeks, the cumulative number of objecting companies rose from nine in the first round to 26. Notably, although ICE is the parent company of NYSE and has listing relationships with the relevant companies, it chose to proceed through the opt-out mechanism under the Innovation Exemption rather than an arrangement premised on affirmative issuer authorisation. The relevant listed companies then used the 30-day objection window to express their opposition, demonstrating that issuer consent has become an institutional variable that cannot be overlooked in such arrangements.

Funds: why the Janus Henderson case matters

During the same period, a case from another direction also attracted market attention.

Janus Henderson, a global asset manager with approximately US$500 billion of assets under management according to the company (“approximately half a trillion”), partnered with RWA infrastructure company Centrifuge to issue JQQQ on Stellar. JQQQ is a tokenised fund tracking the Nasdaq-100 Index. It is available only to eligible professional investors outside the United States, with a minimum subscription of US$100,000.

It describes itself as “the first blockchain native fund offering exposure to the Nasdaq-100 Index through an issuer-sponsored investment strategy”, and has obtained the official licence for the Nasdaq-100 Index.

Why does this model face different challenges from third-party synthetic equity tokens? The key is that the fund units are issued by the asset manager itself. Issuer authorisation is therefore embedded in the product structure, without bypassing another issuer; the arrangement principally issues and records existing fund interests in blockchain-native form. By contrast, a third-party synthetic token without issuer authorisation may face additional legal, regulatory and execution uncertainty.

Hong Kong: SFC approves secondary trading in tokenised public funds

Viewed alongside the two US approaches, Hong Kong provides another regulated-market case study.

On 26 October 2026, the Hong Kong SFC approved secondary-market trading in tokenised public funds, involving tokenised units of two ChinaAMC money market funds traded on licensed virtual asset trading platforms (VATPs). The SFC described this as a “world first”, but that description should be understood within the public-fund context. Secondary trading in tokenised fixed-income products for professional investors had earlier precedents in Hong Kong.

Part of the approval’s regulatory significance lies in its wording: “SFC-licensed VATP” and “SFC-authorised fund”. Its institutional basis is neither Nasdaq’s exchange rule-amendment route nor the Innovation Exemption used by OKXICE, but Hong Kong’s framework of licensed asset management plus licensed trading platforms.

It is important to note that this SFC framework is not identical to Nasdaq’s mechanism for bringing an individual stock on-chain. Fund units are already issued by the manager, ChinaAMC, and the funds are authorised by the SFC. The issuer-sponsored element is therefore inherent in the fund structure, rather than requiring a separate consent from a listed issuer for the relevant tokenisation arrangement as may be the case for an individual stock.

Hong Kong’s approval can therefore be understood as an important Asian regulatory precedent for issuer-sponsored structures combined with regulated secondary trading, rather than a general endorsement of every tokenisation structure.

The next 6–12 months: three signals to watch

Taken together, the three lines of evidence suggest that market and regulatory practice is gradually turning issuer authorisation from a high-level principle into a verifiable institutional requirement. Three signals merit attention over the next 6–12 months, although their development will depend on formal rules, regulatory decisions and implementation.

Signal 1: whether the SEC changes opt-out to affirmative consent. The use of the 30-day objection window by 26 issuers suggests that deemed consent may not adequately address issuer concerns. A formal rule change in this direction would further support the view that issuer authorisation is a hard institutional threshold. For now, the SEC’s formal documents remain determinative.

Signal 2: the launch progress of Nasdaq’s issuer-sponsored proposal in the first half of 2027. If implemented as planned, it would provide a US reference case for the exchange rule-approval plus official-register route and could influence the market’s relative assessment of exemption-based approaches.

Signal 3: whether Hong Kong approves a second batch of tokenised funds and broadens the eligible investor base. According to 26PR174 and the related arrangements, the current scope primarily concerns institutional and professional investors. A broader product range or an extension to retail investors could increase the demonstration effect of Hong Kong’s licensed asset management plus licensed VATP framework across Asia. Any such expansion would remain subject to formal SFC approval and applicable investor-protection requirements.

EX.IO Research view

We summarise these observations in three conclusions.

First, the important dividing line in tokenisation is not merely the form of the asset, but issuer authorisation and the associated legal arrangements. Individual stocks, index funds and money market funds can all be brought on-chain in different forms. The cases above suggest that an issuer-sponsored structure can connect issuers, official records and regulatory frameworks more clearly. By contrast, synthetic tokens or exemption-based routes that bypass issuer authorisation may still face issuer objections and regulatory or execution challenges, even when backed by a major exchange group.

Second, this is primarily an institutional evolution at the settlement and recordkeeping layer, not an asset-layer revolution that changes the legal nature of securities. Tokenisation has the potential to improve clearing, settlement and register-management efficiency, and to support faster settlement, 24/7 trading and programmable corporate actions. It does not, by itself, alter the underlying ownership and legal structure under which securities are issued by an issuer and remain subject to applicable regulation. Any proposal that seeks to use token technology as a substitute for these legal arrangements must still address issuer authorisation.

Third, Hong Kong’s approval has institutional positioning significance and is more than a simple attempt to follow other markets. The SFC’s licensed asset management plus licensed VATP framework provides an Asian example of the issuer-sponsored route. This contrasts with developments in the United States, where the Innovation Exemption has encountered challenges while an issuer-sponsored proposal has obtained approval. In our view, for compliant digital-asset market infrastructure providers, the institutional integration required to deliver issuer authorisation, an official register and regulated secondary trading may be harder to replicate than tokenisation technology alone.

Conflict-of-interest and use statement: EX.IO itself operates in digital-asset market infrastructure and may therefore have an indirect interest in the subject matter. The views in this article are based on public information and do not constitute a promotion, offer or recommendation of EX.IO’s business, products or services.

This article discusses differences in regulatory mechanisms. It does not assess, recognise or endorse the business capability or compliance status of any institution.

Sources

The following are the principal public sources cited in this article. Regulatory facts are stated as at 28 October 2026; relevant rules and arrangements may subsequently change.

1. Nasdaq official press release (9 March 2026) — Nasdaq

2. ICE official press release (investment in OKX) — ICE

3. Business Wire (ICE–OKX joint venture, 22 June 2026) — Business Wire

4. SEC Innovation Exemption (17 September 2026) — SEC

5. Reuters (OKXICE filing; objections from 26 companies) — Reuters — filing; Reuters — objections

6. Janus Henderson official press release (JQQQ) — Janus Henderson

7. SFC official press release (26PR174, secondary trading in tokenised public funds) — SFC 26PR174

8. Bloomberg (ICE investment in OKX; US$25 billion valuation) — Bloomberg

Disclaimer

This material has been prepared by EX.IO Research for general market information and educational purposes only. It does not take into account any person’s particular investment objectives, financial situation or risk tolerance, and does not constitute investment, legal, compliance, tax or trading advice, or an offer, solicitation, recommendation or endorsement of any security, virtual asset, fund or other product. Companies, products and regulatory events mentioned in this material are described on the basis of the public sources listed below; no such description should be understood as an endorsement of any institution, product or regulatory arrangement. Virtual assets and tokenised products involve high risk and price volatility, may not be suitable for all investors and may result in the loss of the entire amount invested. Past performance is not a reliable indicator of future performance. This material contains forward-looking statements and scenario-based observations; actual outcomes may differ materially from expectations due to regulatory, market, technological and operational factors. Readers should not make trading, product, licensing or other commercial decisions solely on the basis of this material and should consult an independent qualified professional adviser where appropriate. For further information on virtual asset risks, please refer to EX.IO’s Risk Disclosure Statement. Unless expressly stated otherwise, this material has not been reviewed or approved by any regulator.

EX.IO Research · 28 October 2026 · Regulatory facts are stated as at the date above; relevant rules may subsequently change.