Former SEC counsel explains what it takes to make RWAs compliant

Former SEC Counsel Explains Compliance for Tokenized Real-World Assets (RWAs)

A former SEC counsel, Ashley Ebersole (now Chief Legal Officer at Sologenic and previously involved in the agency’s early crypto working groups), recently outlined the key requirements for making tokenized real-world assets (RWAs) compliant under existing U.S. securities laws. In a December 17, 2025, interview, Ebersole emphasized that while blockchain technology enables innovation, it does not alter the fundamental legal nature of the underlying asset—tokenized RWAs remain subject to traditional securities regulations. The shift from an “enforcement-only” SEC posture has opened doors for compliant models, but challenges like jurisdictional limits and yield structures persist.

Core Principles for RWA Compliance

Ebersole stresses that ownership-based tokenization—where tokens represent direct or indirect legal claims on the asset—offers the clearest path to compliance:

• Structure Through Regulated Intermediaries: Use broker-dealers, transfer agents, and qualified custodians to handle issuance, transfers, and custody. This ensures adherence to SEC rules on registration, disclosure, and investor protections.
• Avoid Synthetic Exposure: Tokens must confer actual ownership rights (e.g., equity claims or entitlements) rather than mere price tracking, which could classify them as derivatives under CFTC oversight.
• No Inherent Yield Triggers: Yield-bearing designs often invoke the Howey Test (investment contract), requiring full securities registration. Ebersole notes yield remains a “sensitive trigger,” so non-yield structures (e.g., pure equity tokens) are safer.
• Geographical Constraints: Securities laws are national—U.S. compliance doesn’t permit unrestricted global distribution without additional exemptions (e.g., Reg S for offshore).

Practical Steps for Compliant RWAs

To navigate the framework:

1. Classify the Token: Apply the Howey Test—if expectation of profits from others’ efforts, it’s likely a security requiring registration or exemption (e.g., Reg D for accredited investors).
2. Use Permissioned Mechanisms: Implement KYC/AML, transfer restrictions (allowlists, gated hooks), and on-chain compliance tooling.
3. Leverage Existing Infrastructure: Partner with regulated entities for custody and settlement; avoid unrestricted public blockchains for sensitive assets.
4. Prepare Disclosures: Transparent NAV calculations, risk factors, and issuer details—tailored rules may emerge, but current law governs.

Ebersole highlights that the SEC’s reduced enforcement focus has enabled production-scale models (e.g., tokenized equities via regulated intermediaries), with the $35 billion non-stablecoin RWA market (up 251% YoY for Treasuries) poised for $2 trillion by 2028 (Standard Chartered). Cross-border and yield issues remain friction points, but ownership-focused designs fit neatly within existing laws.

This guidance aligns with broader 2025 trends: SEC roundtables, GENIUS Act clarity, and pilots like DTCC’s tokenized collateral. For issuers, compliance isn’t optional—it’s the gateway to institutional trillions. DYOR; regulations evolve.