Broker-dealer
A broker-dealer is a firm registered with the SEC and FINRA that is in the business of buying and selling securities for customers or its own account, whose involvement is often required to market or trade tokenized securities.
A broker-dealer is a firm that is in the business of buying and selling securities - either for customers (as a broker) or for its own account (as a dealer). In the US, a broker-dealer must register with the SEC and become a member of FINRA, the industry self-regulator.
Broker-dealers matter in tokenization because so many of the activities a token project wants to do are regulated brokerage activities. Marketing a securities offering for a fee, matching buyers and sellers, holding customer securities, or running a trading venue generally require a registered broker-dealer somewhere in the structure.
Where you see them in RWA deals:
- as placement agents who help sell a private offering,
- behind a Regulation CF raise, where the offering must run through a registered funding portal or broker-dealer,
- operating an alternative trading system, the venue where security tokens can trade in the secondary market, and
- providing or partnering on custody.
The SEC and FINRA issued a special-purpose broker-dealer framework in the early 2020s specifically to address custody of digital-asset securities, reflecting how hard it is to safeguard tokens and private keys. Acting as an unregistered broker-dealer is a common and serious compliance failure, so most compliant token platforms either register or partner with a licensed firm. Whether a given activity triggers registration is fact-dependent.
Source: U.S. SEC (sec.gov), as of 2026.
Mentioned in
- What Does It Cost to Tokenize Real Estate?
What does it cost to tokenize real estate? The main expenses are legal, compliance, and tech - mostly fixed and front-loaded. Here's how the costs break down.
- Do You Need a Broker-Dealer to Tokenize?
Do you need a broker-dealer to tokenize an asset? Sometimes - it depends on how you sell. Here's when a broker-dealer is required and when you can self-issue.
- Legal Structuring & SPVs for Tokenization
Legal structuring and SPVs for tokenization - how the entity, operating agreement, and roles connect a token to a real claim on the asset. The issuer's foundation.
- Listing Tokenized Securities on an ATS
Listing tokenized securities on an ATS - what an alternative trading system is, why security tokens need one to trade, and what listing requires of an issuer.
- What You Need to Tokenize Property (Checklist)
What you need to tokenize property - a checklist of the legal, financial, compliance, and technical pieces to have in place before you launch a real-estate token.
- Who Regulates RWAs? The SEC, and Why It Matters
Who regulates RWA tokens? In the US it is mainly the SEC, backed by FINRA and state regulators. Here is who does what, and why it matters for your money.
Educational content, not financial or legal advice.