Tokenized Stocks Are Coming – What Public Accountants Need to Know

Tokenized stocks are getting closer to becoming a reality in the U.S., and us accountants will soon have to review and audit them. These digital versions of stocks don’t always act like the regular shares we’re used to. As Nasdaq and the NYSE work on blockchain‑based versions of stocks, accountants need to prepare for assets that trade all day, every day, settle instantly, and don’t always match the price or rights of the traditional stock.

Five Key Audit and Financial Reporting Considerations for Tokenized Stocks

From an audit and financial-reporting lens, tokenized stocks raise five core considerations.

1. What exactly is the client holding?

Many tokenized stocks circulating today are not actual shares – they are derivative-like tokens that track the price of an underlying equity without conferring shareholder rights. Classification depends on the token’s legal structure, embedded rights, and whether it represents:

This distinction drives accounting treatment, disclosures, and audit evidence.

2. How do we support fair value?

Tokenized markets trade around the clock and often lack liquidity. Prices can diverge from the underlying stock, especially during off-hours or thin trading windows. For auditors, this raises recurring questions:

Fair value conclusions will require more judgment than traditional equity pricing.

3. How do internal controls change?

Instant settlement eliminates intermediaries but introduces new operational risks. Control environments must evolve to address:

For companies that have to follow SOX rules, these new areas will soon become things auditors check as part of their internal controls testing.

4. What does the SEC expect?

Regulatory clarity is emerging. The SEC has distinguished between issuer-backed tokenized securities and third-party tokenized representations, and banking regulators have stated that tokenized assets must grant the same legal rights as the underlying security to be treated as real assets on balance sheets.

Accounting conclusions will be driven by:

Expect disclosures to expand significantly as guidance evolves.

5. How do we address fraud?

Tokenized markets lack the surveillance infrastructure of U.S. exchanges. Without traditional KYC and monitoring, risks include:

Auditors will need to evaluate whether management has controls to detect and mitigate these exposures – especially for entities trading or issuing tokenized instruments.

Tokenization isn’t just another tech buzzword — it’s a real change in how stocks will be created, traded, and recorded. For us public accountants, this means the way we check values, test controls, and gather audit evidence will all evolve. The firms that start learning this now will be the ones clients turn to when tokenized assets become mainstream.