Cooperative vs Non-Cooperative Tokenization: Who Owns What?
Cooperative vs non-cooperative tokenization decides what a token holder really owns. Issuer-approved models can connect tokens to legal ownership records, while custodial and synthetic models usually provide exposure without direct shareholder rights.
Key takeaways
• Cooperative tokenization: the issuer integrates blockchain into the official shareholder register. Token holders get true legal ownership.
• Non-cooperative tokenization: a third party wraps the asset without issuer involvement. Holders receive economic exposure, not equity rights.
• Per the SEC's January 2026 Statement on Tokenized Securities: only issuer-sponsored models create true equity ownership.
• Coinbase argued in April 2026 that mandatory issuer consent is anticompetitive and inconsistent with the Securities Act.
• BlackRock BUIDL ($2.85B AUM, Securitize) is the cooperative benchmark. Ondo Global Markets is the custodial non-cooperative model at retail scale.
Issuer approval decides what a tokenized asset really gives its holder: legal ownership, custodial exposure, or a synthetic price claim.
RWA tokenization has scaled fast. Tokenized real-world assets surpassed $35 billion by late November 2025, while Ripple and BCG project the market could reach $18.9 trillion by 2033. Institutions from BlackRock to Apollo have already moved serious capital on-chain.
Scale, however, makes the ownership question harder to ignore. Holding a tokenized asset doesn't always mean holding the underlying asset. In this article, we break down cooperative and non-cooperative tokenization, why issuer approval changes the legal outcome, and what investors need to check before treating any token as real ownership.
What Is Cooperative (Issuer-Approved) Tokenization?
▸ Issuer actively integrates blockchain records into the official shareholder register. ▸ Token = direct, on-chain representation of legal ownership. ▸ Holders retain voting rights, dividends, information rights, and direct claims against the issuer. ▸ Key infrastructure: Securitize ($4B+ AUM, SEC-registered), SPV structures for private equity. |
How the Model Works
Cooperative tokenization occurs when the issuer actively participates in the process. The issuer integrates blockchain records into its official shareholder register. Alternatively, the issuer authorizes a registered transfer agent to do so. The resulting token is a direct, on-chain representation of legal ownership.
In practical terms, this means three things:
- The token is issued by, or with explicit authorization from, the entity controlling the underlying asset.
- Ownership transfers on-chain are reflected in the official legal record.
- Token holders retain voting rights, dividend entitlements, information rights, and direct claims against the issuer.
Securitize is the clearest example of cooperative infrastructure. As of May 2025, Securitize managed $4B+ AUM as the world's leading RWA tokenization platform. It operates as a SEC-registered broker-dealer, digital transfer agent, and fund administrator. Partners include BlackRock, Apollo, BNY Mellon, Hamilton Lane, and KKR.
The SPV (Special Purpose Vehicle) structure appears frequently in cooperative tokenization, especially for private equity. The issuer establishes an SPV. The SPV issues tokens representing interests in it. Legal ownership remains clear throughout. The SPV adds one legal layer, but issuer endorsement is preserved at every stage.
Author's Note
The cooperative versus non-cooperative debate isn't really a technology debate.
Blockchain rails can look similar across both models. The real split sits in legal architecture. One model connects the token to issuer-approved ownership records. The other creates exposure through a third party, a custodian, or a synthetic contract.
This distinction matters more as tokenization scales. Young markets can live with ambiguity when capital at risk stays small. Mature markets can't. Once retail access expands and institutional capital grows, unclear ownership becomes a market-structure risk.
My view is simple: cooperative models have structural momentum. Regulation may accelerate the shift, but compliance teams would still prefer issuer-approved rails even under a permissive SEC stance. Institutional capital needs clean ownership records, enforceable claims, and clear counterparty boundaries.
Coinbase still raises a valid concern. Mandatory issuer consent could protect investors, but it could also entrench incumbents and slow secondary-market innovation. The likely end state isn't a single model. It is a tiered framework, with stricter rules for retail access and more flexibility for qualified investors.
For anyone buying tokenized assets today, this isn't a legal detail to ignore. It is a core due diligence question. Before asking whether the token can trade 24/7, investors need to ask what legal claim it actually gives them.
What Is Non-Cooperative (Third-Party) Tokenization?
▸ Third party creates a token referencing an issuer's security — without issuer involvement or consent. ▸ Two structures per SEC (January 2026): custodial arrangements and synthetic instruments. ▸ Custodial: economic exposure + counterparty risk. Synthetic: value tracking only, zero shareholder rights. ▸ Ondo Global Markets is the leading real-world example of a well-structured custodial model. |
Two Structures, Two Risk Profiles
Non-cooperative tokenization happens when an unaffiliated third party creates a token linked to an issuer’s security. The issuer doesn't participate, approve the product, or update its official ownership records.
The SEC’s January 2026 staff statement separates these products into two main structures.
- Custodial arrangements. The third party holds underlying shares in custody and issues tokens as entitlements. Holders get economic exposure but face counterparty and bankruptcy risk from the intermediary. If the custodian fails, token holders become unsecured creditors.
- Synthetic instruments (security-based swaps). A third party issues a token tracking the value of a security without holding it. These instruments provide synthetic exposure only. They convey no voting rights, no information rights, and no claim on the original issuer.
Figure 1: The two tokenization paths and their legal outcomes. Source: SEC Statement on Tokenized Securities (January 2026) | CryptoThreads.io
The Ondo Global Markets Example
Ondo Finance launched Ondo Global Markets in September 2025. The platform offers non-U.S. investors access to over 100 U.S. stocks and ETFs on-chain. By January 2026, per CoinDesk, Ondo had expanded to more than 200 tokenized stocks and ETFs on Solana. It became the largest RWA issuer on Solana by asset count.
Ondo's own disclosures are transparent about the trade-off. Underlying securities sit with U.S.-registered broker-dealers. On-chain holders receive economic exposure, not direct shareholder rights. Minting and redemption keep tokens anchored to real assets on a 24/5 basis. Transfers and trading operate 24/7.
This model delivers real utility, particularly for non-U.S. retail investors facing barriers to American equity markets. Holders, however, do not become shareholders.
The Numbers Behind the Urgency
▸ Tokenized RWAs surpassed $35B by November 2025 (RWA.xyz); up from $8.6B in early 2025. ▸ Tokenized Treasuries + money-market funds reached $7.4B in 2025, up 80% year-to-date (CoinLaw.io). ▸ Three forces driving urgency: market scale, equity tokenization expansion, and BUIDL's success. ▸ BCG + Ripple forecast: $18.9T by 2033, ~53% CAGR. |
Why This Debate Is Happening Now
The cooperative vs. non-cooperative distinction has existed as a theoretical concern for years. It became urgent for three converging reasons in 2025 and 2026.
First: scale. According to CoinLaw, tokenized money-market and Treasury fund assets surged 80% in 2025, reaching approximately $7.4 billion. Institutional tokenization now encompasses over 200 active projects with total value locked at $65 billion, an 800% jump from 2023. Markets this large attract serious regulatory scrutiny.
Second: equity tokenization specifically. Early RWA tokenization focused on low-risk assets: U.S. Treasuries, money-market funds, and private credit. The cooperative vs. non-cooperative question was easier to defer there. When Coinbase, Robinhood, Gemini, Kraken, and Ondo all began scaling equity tokenization products in 2025, the question of shareholder rights became impossible to ignore.
Third: BUIDL's success. BlackRock's tokenized money-market fund surpassed $1 billion in AUM in March 2025, per Securitize. It peaked near $2.9 billion by mid-2025. BlackRock CEO Larry Fink and COO Rob Goldstein described tokenization as "the next major evolution in market infrastructure" in December 2025. When the world's largest asset manager makes such a statement, regulators and competitors both take notice.
Figure 2: RWA tokenization market size milestones and long-term forecasts. Sources: RWA.xyz, Investax, BCG + Ripple
The Regulatory Catalyst: SEC Statement on Tokenized Securities
▸ SEC (January 2026): tokenization changes the "plumbing," not the regulatory perimeter. ▸ Only issuer-sponsored tokenization creates true equity ownership under federal securities law. ▸ Third-party custodial: counterparty + bankruptcy risk. Third-party synthetic: zero shareholder rights. ▸ Nasdaq submitted a DTC-based tokenized trading application to the SEC in September 2025. |
What the SEC Said in January 2026
The SEC's January 2026 Statement on Tokenized Securities settled an open question about regulatory intent. It clarified the baseline: tokenization changes market plumbing, not the securities-law perimeter.
A security recorded on-chain still remains a security. Federal securities laws still apply. Issuers and authorized transfer agents still control ownership records, transfer mechanics, and shareholder-right recognition.
The practical message is clear. Issuer-sponsored tokenization has the strongest path toward recognized ownership because the blockchain record connects to the official ownership system. Third-party custodial models can provide economic exposure, but holders still depend on the intermediary. Synthetic models sit even further away from ownership because they track value without giving holders voting rights, information rights, or a direct claim against the issuer.
Nasdaq's Application and the DTC Pilot
Nasdaq’s DTC-based model shows how cooperative tokenized securities can move into regulated market infrastructure. Nasdaq first filed its tokenized-securities proposal in September 2025. In March 2026, the SEC approved the proposal, allowing certain stocks and ETFs to trade and settle in tokenized form through DTC infrastructure.
This matters because the model keeps tokenized securities inside the existing ownership and settlement chain. DTC remains central to settlement, while eligible tokenized shares stay tied to the same legal market structure as their traditional counterparts. It is blockchain integration without breaking the issuer-recognition layer.
Five Differences That Actually Matter
▸ Legal ownership: cooperative = true equity; custodial = entitlement; synthetic = none. ▸ Voting rights and direct claims: preserved only in cooperative models. ▸ Scalability trade-off: non-cooperative is faster to market but weaker on legal standing. ▸ Regulatory standing: cooperative is highest; synthetic faces the most scrutiny. |
The diagram and table below summarize five dimensions where cooperative and non-cooperative models diverge most sharply.
Dimension | Cooperative | Custodial (Non-Coop) | Synthetic (Non-Coop) | Long-term Outlook |
|---|---|---|---|---|
Legal Ownership | True equity ownership | Entitlement via custodian | None — synthetic only | Strongest |
Voting Rights | Fully preserved | Conveyed | Conveyed | Only coop delivers |
Bankruptcy Risk | Direct claim on issuer | Unsecured creditor | No recourse | Lowest risk |
Regulatory Standing | Highest — SEC endorsed | Permitted, tiered | Highest scrutiny | Improving |
Time to Market | Slower (issuer buy-in) | Moderate | Fastest | Friction is the cost |
The table makes one point clear: tokenization design decides legal outcome. Cooperative models move slower because issuer approval, transfer-agent integration, and compliance work create real friction. Yet this friction is exactly what gives the model stronger legal footing. The token links back to recognized ownership records, not just market exposure.
Non-cooperative models win on speed and access. They can bring products to market faster, especially for retail users outside traditional brokerage rails. The trade-off is structural. Custodial tokens depend on intermediaries. Synthetic tokens depend on contract design. Neither gives holders the same legal position as issuer-approved ownership.
Why Scalability Cuts Both Ways
The cooperative model's biggest drawback is friction. Getting an issuer to integrate blockchain into its official shareholder register requires legal work, operational changes, and engagement with unfamiliar infrastructure.
For assets where issuers are motivated, such as tokenized Treasury funds and institutional private credit, this friction is manageable. For public equities, where individual companies have no obvious incentive to upgrade their shareholder registry, it is a genuine obstacle.
The non-cooperative model sidesteps this entirely. A third party can tokenize any publicly traded stock without asking anyone's permission. Products reach the market quickly, deliver real utility to certain investor segments, and can be built on existing custody infrastructure.
Speed to market is real. Legal ownership is not.
Case Studies: Two Models at Scale
▸ BlackRock BUIDL: cooperative model, $2.85B AUM, 7 chains, $100M dividends distributed, qualified investors only. ▸ Ondo Global Markets: custodial non-cooperative, 200+ tokenized stocks on Solana, 3.2M daily users, no shareholder rights. ▸ Both are legitimate products serving different investor segments with different legal structures. ▸ Ondo SWEEP (2026): $200M seed from State Street + Galaxy — cooperative-adjacent structure. |
BlackRock BUIDL: The Cooperative Blueprint
BlackRock's USD Institutional Digital Liquidity Fund (BUIDL) launched in March 2024 as BlackRock's first tokenized fund on a public blockchain. Per Securitize, BUIDL surpassed $1 billion in AUM in March 2025. It peaked near $2.9 billion by mid-2025, securing over 40% of the tokenized Treasury market. As of early 2026, total assets surpassed $2 billion, with approximately $100 million in dividends distributed since inception.
The structure is cooperative at every layer. BlackRock is the fund manager. Securitize is the SEC-registered transfer agent. BNY Mellon handles custody. Daily dividend payouts arrive as new BUIDL tokens to whitelisted addresses.
Uniswap Labs announced BUIDL. Source: X
In February 2026, Uniswap Labs and Securitize announced BUIDL shares would become tradable via UniswapX, using a request-for-quote model for whitelisted participants. This was a significant step toward DeFi composability, achieved without abandoning the compliant cooperative structure.
Access is limited to qualified investors only. There is no public retail participation. This is the honest cost of institutional-grade compliance in a cooperative model.
Ondo Global Markets: Accessible, Composable, Custodial
Ondo's approach takes the opposite direction. Per CoinDesk, Ondo Global Markets had brought over 200 tokenized U.S. stocks and ETFs to Solana by January 2026, reaching 3.2 million daily active users. Products are available to non-U.S. individual and institutional investors.
The architecture is custody-backed, not issuer-approved. Underlying securities sit with U.S.-registered broker-dealers. On-chain holders receive economic exposure. This is a clear and disclosed trade-off, not a deficiency.
For an investor wanting 24/7 exposure to the S&P 500 inside a DeFi wallet, the custodial model delivers. For an investor wanting to vote on a board resolution or receive dividends directly from the issuer, it does not.
Ondo's institutional trajectory also shifted in 2026. The company announced the SWEEP tokenized fund with $200 million in seed capital from State Street and Galaxy Asset Management, a cooperative-adjacent structure with serious institutional backing.
Figure 4 (left): Tokenized asset class breakdown, April 2025. Figure 4 (right): BUIDL vs Ondo Global Markets key metrics. Sources: CoinLaw.io, Securitize, Messari, CoinDesk | CryptoThreads.io
The Active Debate: Coinbase vs. the SEC
▸ Coinbase (April 2026): mandatory issuer consent contradicts Section 4(a)(1) of the Securities Act. ▸ SEC: third-party tokenization exposes holders to risks shareholders in the original security never face. ▸ Most likely outcome: a tiered framework — stricter for retail, more flexible for institutional investors. ▸ Debate unresolved as of June 2026; SEC Crypto Task Force still processing submissions. |
The Case Against Mandatory Issuer Consent
In April 2026, Coinbase filed a formal submission with the SEC's Crypto Task Force. The filing opposed mandatory issuer approval for third-party tokenization.
Coinbase argued mandating issuer consent contradicts Section 4(a)(1) of the Securities Act. This provision permits secondary market resale without issuer involvement in many circumstances. Coinbase also warned an issuer-consent mandate could create anticompetitive barriers and push blockchain innovation offshore.
Coinbase's proposed alternative is a dual framework. It would support both issuer-led and third-party tokenization, unlocking T+0 settlement and 24/7 trading across both models.
The Case for Issuer Approval
The SEC's position rests on investor protection logic. When a token is issued by a party unaffiliated with the underlying company, holders face risks shareholders in the original security would never encounter.
These risks include bankruptcy exposure to the intermediary, loss of voting rights, and the risk the custodian's holdings diverge from what the token claims to represent. These are the exact risks securities law was designed to address.
There is also a systemic concern. If non-cooperative synthetic models scale to retail investors before clear regulatory frameworks exist, a disruption at one large platform could expose retail holders who believed they owned something they legally did not.
Both positions reflect legitimate principles. The most likely resolution involves a tiered framework: stricter standards for retail-facing products, and more flexibility for qualified institutional investors able to assess and price the risk themselves.
Three Questions to Ask Before Buying Any Tokenized Asset
▸ Question 1: Who issued this token — the original issuer, or a third party? ▸ Question 2: Is the blockchain record connected to the official shareholder register? ▸ Question 3: What happens if the intermediary fails? ▸ If these questions are hard to answer, the difficulty itself is a signal. |
Before acquiring any tokenized asset, regardless of how it is marketed, three questions cut through the complexity.
- Who issued this token? Was it the original issuer, or a third party? If a third party, is the custodial arrangement with a regulated broker-dealer or a less regulated intermediary?
- Is the blockchain record connected to the official shareholder register? A token existing only on-chain, without integration into the legal ownership record, is an entitlement or synthetic exposure. It is not ownership.
- What happens if the intermediary fails? In a cooperative model, the ownership record survives because it is the official record. In a custodial model, the answer depends on the custodian's legal structure. In a synthetic model, the answer is often: you become an unsecured creditor with limited recourse.
Most retail tokenization platforms do not make these questions easy to answer. The difficulty in finding clear answers is itself a signal.
Outlook: Where the Market Goes From Here
Several structural forces are pushing the tokenization market toward greater clarity over the next 12 to 24 months.
Nasdaq's application. If the SEC approves Nasdaq's rule amendment to trade tokenized securities on DTC-based infrastructure, it establishes a large-scale, fully cooperative model for tokenized equities. This precedent would shift the default expectation for institutional participants. It would also increase regulatory pressure on non-cooperative custodial models targeting the same investor base.
Tokenized private equity as the next frontier. Apollo, KKR, and Hamilton Lane are tokenizing private credit and private equity products through Securitize. All use cooperative structures with SPV architecture. Private equity tokenization is likely to drive the next wave of institutional growth. Institutional LPs demand legal clarity, and the cooperative model provides it.
SEC Crypto Task Force deliberations. The Task Force is still processing substantial input, including Coinbase's April 2026 submission. Regulatory clarity on the dual-framework question should materialize within the next year. This clarity will shape which non-cooperative structures can continue to operate and at what scale.
The institutional default. As institutional capital flows into tokenized assets at scale, demand for legal certainty rises. Institutional investors do not accept synthetic equity exposure as a substitute for ownership when genuine alternatives exist. Cooperative models carry higher upfront friction, but they provide the legal foundation durable institutional markets require.
Source list
- SEC — Statement on Tokenized Securities — https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities
- Coinbase — Why Third-Party Tokenization of Publicly Traded Securities Should Not Require Issuer Approval — https://www.sec.gov/about/crypto-task-force/written-submission/ctf-written-input-coinbase-global-inc-040126
- Reuters — Nasdaq receives SEC nod for trading in tokenized securities — https://www.reuters.com/legal/government/nasdaq-receives-sec-nod-trading-tokenized-securities-2026-03-18/
- CoinDesk — Ondo Finance Brings 200+ Tokenized U.S. Stocks and ETFs to Solana — https://www.coindesk.com/business/2026/01/21/ondo-finance-brings-200-tokenized-u-s-stocks-and-etfs-to-solana
- CoinDesk — Ondo Finance to Debut Tokenized U.S. Stocks, ETFs on Solana Early Next Year — https://www.coindesk.com/business/2025/12/15/ondo-finance-to-offer-tokenized-u-s-stocks-etfs-on-solana-early-next-year
- Securitize / PRNewswire — BlackRock BUIDL Surpasses $1B in AUM — https://www.prnewswire.com/news-releases/blackrock-usd-institutional-digital-liquidity-fund-buidl-tokenized-by-securitize-surpasses-1b-in-aum-302401480.html
- Uniswap Labs — Uniswap Labs and Securitize Collaborate to Unlock DeFi Liquidity Options for BlackRock’s BUIDL — https://blog.uniswap.org/unlocking-defi-liquidity-for-buidl
- Norton Rose Fulbright — SEC issues guidance on tokenized securities — https://www.nortonrosefulbright.com/en/knowledge/publications/f587fc3c/sec-issues-guidance-on-tokenized-securities
- Deloitte — SEC Releases Statement on Tokenized Securities — https://dart.deloitte.com/USDART/home/news/all-news/2026/jan/sec-statement-tokenized-securities
- Investax — Real-World Asset Tokenization Market Recap 2025 — https://investax.io/blog/real-world-asset-tokenization-market-recap-2025
- RWA.xyz — Tokenized Real-World Asset Market Data — https://app.rwa.xyz/
- BCG and Ripple — Approaching the Tokenization Tipping Point — https://www.ripple.com/reports/approaching-the-tokenization-tipping-point/
- Sidley Austin — Tokenized Securities Legal and Regulatory Analysis — https://www.sidley.com/en/insights
FAQ
Cooperative tokenization is when the original issuer integrates blockchain records into its official shareholder register — directly or through an authorized transfer agent. Token holders get true legal ownership: voting rights, dividends, and direct claims against the issuer.
