Proof of Reserves for Tokenized Stocks: A CPA Attestation Guide

Attestations have been table stakes for stablecoin transparency for the last eight years. With the GENIUS Act codified, industry standard has become law. As more assets become tokenized, it is only logical to believe that transparency will first start as a differentiator, and eventually become a legal requirement. Today, we dive into the background, approach, and nuances of attestations over tokenized stocks, one of the fastest growing tokenization segments in the industry.

Key Takeaways

• Natively issued tokenized stock is the share itself, recorded on-chain by an SEC-registered transfer agent; there is no reserve to verify, only a registry to reconcile.

• Non-natively issued (wrapped) stock tokens are a separate instrument backed by real shares held off-chain, which creates a proof of reserves problem and counterparty risk at the issuer and custodian.

• A credible tokenized stock reserve report covers four things: units issued against shares held in kind, legal segregation of the holding vehicle, all liens and encumbrances, and which shareholder rights pass to the token holder.

• The standards already exist: AT-C 205 for examinations and AT-C 215 for agreed-upon procedures. What is missing is standardized reporting criteria, as was the case for stablecoins before 2025.

Why This Matters for the Digital Asset Industry

Binance, Robinhood, Coinbase and many more all now offer tokenized stock products. The tokenized stock market cap has grown from roughly $486 million at the end of Q1 2026 to approximately $2.5 billion by mid-August 2026 (rwa.xyz, as of August 13, 2026). And with expected tokenized stock rules from the SEC, or the passage of the CLARITY Act, blockchain rails for stock trading, custody, and transactions are bound to be a core element that reshapes the financial system.

Binance, Robinhood, Coinbase and many more all now offer tokenized stock products, though almost none of them to US persons. Binance's bStocks are offered under an approved prospectus in the ADGM and exclude US persons entirely. Coinbase's tokenized equities are available only to non-US customers. Robinhood's are a European product.

That offshore posture is a reason to act sooner, not later. The largest stablecoin issuers were also offshore, and no home regulator required them to report on reserves. Attestation became the market standard anyway, because issuers competing for institutional flow needed something an allocator could underwrite, and a CPA report was the only instrument that traveled across borders. We expect tokenized stock issuers to arrive at the same place for the same reason, well before any regulator makes them.

Why This Matters for the Accounting Industry

Stablecoins are a good starting analog. While a token that tracks a dollar sounds simple, the risks, operational considerations, and fine print are full of nuance. From an accounting perspective, and particularly from an attestation perspective, tokenized stocks present new and nuanced reporting areas that have yet to be broached. Going forward, to ensure the tokenized economy functions as well as, or even better than, traditional finance, it will be imperative to confirm that all wrapped tokenized stocks are adequately backed by real underlying stocks at brokers, and that the rights of token holders are adequately disclosed.

Types of Tokenized Stocks: Native Issuance vs. Wrapped Tokens

Before we dive into the attestation considerations for tokenized stocks, a quick survey of the market and a distinction between the two main models are important.

Natively Issued Tokenized Stocks: The Token Is the Share

In this model, the token effectively is the share. The company itself opts in, and an SEC-registered transfer agent (Superstate, Securitize, Figure) records legal ownership on-chain. These are not derivatives or representations of stock. They are the actual common stock, with all the rights that confers, and the registered shareholder list updates in real time as tokens change hands.

There is no “backing” in the collateral sense. Nothing is held in reserve because there is no gap to fill. The token is a form of the security itself, sharing the same CUSIP as the exchange-listed shares. The holder gets voting rights, dividends, and a direct equity stake in the issuer.

Non-Natively Issued Tokenized Stocks: Tokenized Stock Wrappers

This product is flooding the market today. In this model, a third party issues a token that tracks the stock price. The issuer buys or holds the underlying shares, or claims to, through a custodian, SPV, or at least a segregated account. The “real” (non-tokenized) shares are held off chain by a custodian. Holders typically get economic exposure to the share price, varying levels of voting rights, no direct shareholder status, and a claim against the token issuer rather than against the underlying company.

In this model, Stock token holders have additional counterparty risk, the token issuer and its custodian.

This model presents a classic proof of reserves problem: does the issuer (and/or its custodian) actually hold one share per token?

The Key Difference

Natively tokenized stocks change how a share is recorded. The ledger of record switches to a blockchain. Non-native tokenized stocks are a separate instrument whose value derives from a share. The first needs token registry reconciliation. The second needs reserve attestation, and will be the focus of the remainder of this article.

This is not just our framing. On January 28, 2026, the staffs of the SEC's Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets issued a joint Statement on Tokenized Securities setting out a taxonomy of tokenization models. The staff distinguish securities tokenized by or on behalf of the issuer from securities tokenized by third parties unaffiliated with the issuer, and they further split that second category into custodial and synthetic models. The statement's core position is that tokenization is a change in the method of recordkeeping and transfer, not a change in the legal character of the instrument, and that the federal securities laws apply regardless of whether ownership is recorded onchain or offchain. In July 2026, the Securities Transfer Association urged the SEC to draw a firmer line between issuer-sponsored tokenized securities and third-party stock tokens, arguing that tokenized securities should be actual shares authorized by the issuing company and recorded in its official shareholder registry. The regulatory perimeter is being drawn around exactly this question, which is why the assurance model on each side of the line matters now rather than later.

Scoping Note

For the remainder of this article, we assume the third-party stock tokens in question are intended to be fully collateralized: a token whose terms commit the issuer to holding one real share for every unit issued, with those shares held at a broker-dealer or comparable licensed entity. That is the dominant model in the market today and the one where proof of reserves is the right transparency vehicle. However, 1:1 backed third-party stock tokens are not the only model. Instruments that provide synthetic exposure without a commitment to hold the referenced share, including tokenized security-based swaps and perpetual futures, also exist. They raise margin and eligibility questions rather than reserve questions, and we do not address them here. Practitioners should confirm what level of collateralization an instrument's own terms actually require before testing against a 1:1 assumption. Two stock tokens can represent the same security ticker, trade at the same price, but make very different promises about what stands behind them.

What Does Proof of Reserves Require for Third-Party Stock Tokens?

Proof of reserves is an independent, point-in-time verification that a token issuer holds the assets it claims to hold on behalf of token holders. In a proof of reserves engagement for a tokenized stock, the purpose is to demonstrate that the number of underlying shares held is at least equal to the number of tokens outstanding. The underlying assets should be:

• In kind. The underlying asset should be denominated in the same asset as the tokenized form (i.e. one NVDA share should back one NVDA token). These underlying securities should be held at a broker-dealer or other licensed entity.

• Held in a segregated vehicle. The underlying assets should be bifurcated from all other assets of the issuer. Ideally this would be a dedicated entity, such as an SPV or a trust, to ensure that liens, encumbrances, or liabilities of the issuer do not affect claims on the reserves backing the tokenized stocks. Structures may include:

◦     An SPV, or a cell within an SPV

◦     A segregated accounts company (i.e. ISAC/SAC in Bermuda)

◦     A trust structure

◦     A segregated or siloed account, separate from issuer operations

• Clear rights disclosure. Often, the rights of the underlying stockholder do not translate to the tokenized wrapped version. For example, does the stock token holder have voting rights? Do they have rights to dividends or stock splits? No matter which rights are conferred, the issuer should clearly disclose what those rights are, and they will very likely be included in an attestation process.

Issuers looking to obtain an attestation over their tokenized stocks should be ready to report on these key elements.

Attestation Precedent: What Stablecoin Reporting Predicts for Stock Tokens

The number of formal attestations performed by a CPA over tokenized stock issuers has been extremely low as of August 2026. This is not surprising, considering most CPA firms were hesitant to issue stablecoin attestations until 2025, 8 years after the first public stablecoin attestation was issued in 2018. Tokenized stocks are at the cutting edge, and the number of firms providing this service is even smaller than the number of stablecoin attestation providers. Given the history of how stablecoin attestations evolved, however, we can expect a similar trajectory and use that precedent as a guide as to how this attestation process over Stock Tokens may evolve.

Attestation standard utilized. Early in the stablecoin attestation market, the attestation vehicle to use by issuers and CPAs was unclear. Agreed-upon procedures (AUP) and examinations were used as the primary vehicles. GENIUS now requires monthly reserve examinations by a registered public accounting firm. However, other jurisdictions, and firms outside of and even inside the United States, still issue under the AUP framework. We foresee that both standards will be leveraged in the immediate term for tokenized stock issuers, with the potential to move toward the examination standard over the long term, as happened with stablecoins. The reason is that examinations provide an opinion, or assurance, over the subject matter, rather than reporting on findings related to the subject matter.

Report Disclosure Areas. Again similar to stablecoins, the first attestations had no clear reporting framework or defined set of disclosure elements. Over time an industry standard evolved, culminating in the AICPA's stablecoin reporting criteria. In the immediate term, we therefore expect CPA firms and issuers to customize which disclosure elements are reported on, with a standardized framework evolving over time.

Regulatory requirements. Digital assets move faster than the regulations that govern them. Using stablecoins as a reference point, the first regulator to require stablecoin attestations was the NYDFS in 2018, about four years after the launch of Tether, when it authorized the Gemini dollar and Paxos Standard subject to conditions that included independent CPA attestation of reserves. DFS did not formalize the requirement across the market until its June 2022 stablecoin guidance, which set out monthly examination by a DFS-approved independent CPA and specified what management's assertions had to cover. While we do not expect regulators to move that slowly on tokenized stocks, we do expect at least a year or two of lead time. However, the trend is clear. Stablecoins were the first tokenized asset class to carry an attestation requirement, and it is likely that all tokenized representations of assets will carry a similar requirement to ensure investor protection and functioning capital markets as crypto becomes more embedded in the financial system.

How Tokenized Stocks Become Undercollateralized: Five Operational Failure Modes

Most writing on this topic stops at structure: the SPV, the segregation, the custodial arrangement. Structure determines who gets paid when liquidation or bankruptcy occurs. It does not prevent a break in operations that leads to an under-reserved state.

An appropriate legal structure or segregated accounts structure does not ensure every stock token is backed 100% 1-to-1. Shortfalls in tokenized stocks generally come from operational challenges, not from bad intent, and the mechanisms are predictable enough to design procedures around:

• Minting ahead of settlement. Blockchains are open 24/7. Therefore, issuers create mechanisms to offer minting and burning 24/7 as well. However, underlying reserve assets often settle T+1, or the next business day. If the issuer mints when a user buys rather than when the trade settles, the token exists before the share does. Over a weekend that window runs three days.

• Fractional aggregation and rounding. Blockchains allow for fractionalization of tokens. However, rounding thousands of fractional token positions over time can lead to actual shortfalls in backing.

• Corporate actions. Splits, stock dividends, spinoffs, and mergers change the assets held at the custodian. The token supply has to be adjusted to match.

• Encumbrance of the reserve account. The shares are present but pledged against a margin or derivative position. The stock tokens may be 100% reserved, but the underlying assets are encumbered as collateral for another position at the custodian.

• Operational Complexity. Often, issuers reflect the order types in traditional markets; limit orders, market orders, cancelled orders; complete fills, partial fills, etc. The complexity of transaction types can lead to an operational mismatch between what’s settled in the brokerage account and what’s actually represented on chain.

Attestation and Reporting Considerations Unique to Wrapped Stock Tokens

As noted above, the reserve backing, the custodial arrangement, and the key terms are likely to be considered “standard” disclosure elements for a tokenized stock attestation report. Additional reporting elements are considered below, for both issuers and CPAs to weigh as this market evolves.

• The platform operator, the issuer, and the broker are related parties. Many issuers of tokenized stocks today also operate their own financial or digital asset platform, and the chain of entities between the user and the underlying share is frequently affiliated. Binance is the clearest live example. Its bStocks are issued through BTECH Holdings Ltd, an SPV, and orders are introduced by Nest Trading Limited, which is a Binance affiliate. The risk here is that users on the platform may be credited with stock balances that are not supported by an adequate number of stock tokens, because the operator also controls the exchange’s database that credits users with asset balances. The traditional exchange proof of reserves risk therefore still exists (i.e. are digital assets held in excess of customer liabilities?), in addition to the question of whether the tokenized representation is fully backed by stocks in a brokerage account. This is a classic layered proof of reserves problem, in which multiple PoRs are required to confirm that all parties are backed. The issuer should build books and records that support both reconciliations:

• User account balances on the exchange’s own database are less than or equal to the tokenized representations held on their behalf

• Each tokenized stock is adequately backed by a share held in a brokerage account

• Margin and derivatives. Issuers often enable customers to open leveraged or derivative positions on tokenized stocks. To ensure sufficient liquidity, we have seen issuers use the custodial account holding the reserve assets underlying the tokenized stock to open these positions. This creates potential encumbrances or claims on the shares held at the brokerage that underlie the tokenized form. Ideally these positions would be fully segregated. At a minimum, they should be disclosed and reported on as a lien, encumbrance, or potential claim on the underlying assets held to collateralize the tokenized stocks.

• Measurement timing. Tokenized stocks trade 24/7. The underlying securities at the brokerage may settle T+1, on business days only. That mismatch is not a detail, it is the defining operational feature of the product, and it means the moment you choose to measure determines what you find. A month-end snapshot taken at a Friday close may systematically miss a gap that opens Saturday and closes Monday, and an issuer that mints on order rather than on settlement will look fully backed at every measurement date while carrying a shortfall through most weekends.

• Account titling and the holder's position in insolvency. Reserve assets in these structures are typically held in a brokerage account, but whose account, and under whose regime, matters. Where the account is titled to a US registered broker-dealer holding customer securities, the position sits inside the 15c3-3 possession and control framework. Where the account is titled to an SPV as the broker's own customer, the SPV is the customer and the token holder is a creditor of the SPV. The shares are identical and the custodian may be identical. The recovery outcome is not. Because most live issuance today sits outside the United States, the practitioner cannot assume 15c3-3 applies at all, and should identify what client asset protection regime governs the account in its actual jurisdiction, whether that is the FCA's CASS rules, ADGM or comparable local requirements, or nothing at all. The report should identify the entity holding the account, the capacity in which it holds it, the regime that governs it, and whether any customer protection reaches the token holder or stops at the issuer.

• Token vs Security Pricing. The core reconciliation for tokenized stock proof of reserves is comparing units of stock tokens issued to units of underlying securities held on a 1:1 basis. However, issuers may look to disclose the price as well. Important to note, is that the secondary market price of the stock token on an exchange or DeFi protocol will likely not match the market price for the security at underlying brokerages. Therefore, when selecting a price to disclose, the issuer and/or attestation should be mindful of which price is appropriate and defensible.

Final Thoughts: What Issuers, CPAs, and Regulators Should Do Now

Tokenized stocks are the next frontier for RWAs and for the financial system. With SEC rules and the CLARITY Act looming, we will see how the market infrastructure shakes out. For now, both natively issued and non-natively wrapped stocks will be part of that future, and they should not be held to the same level of assurance.

So here is what we think should happen, and what we expect will happen anyway.

Issuers of wrapped tokenized stocks should be publishing monthly reserve attestations now, before anyone requires it. The reporting package should cover four things: units issued against shares held in kind, the legal segregation of the vehicle holding those shares, every lien and encumbrance including margin and derivative positions opened against the reserve account, and a plain statement of which shareholder rights do and do not pass to the token holder. Related parties and the identity of the custodian belong in that package too. Every one of those items is already answerable. None of them require new standards to report on. An examination, or even an AUP, can report on these elements.

Natively issued stock is a different engagement and should be scoped as one. The question there is not whether reserves exist but whether the on-chain token supply reconciles to the transfer agent's official registry, and whether the allowlist, freeze, and forced-transfer controls actually operate as described. That is a controls examination, not a proof of reserves, and treating it as the latter would be a category error.

For CPAs, the practical point is that the standards to do this work already exist. AT-C 205 for examinations and AT-C 215 for agreed-upon procedures do not need to be rewritten for tokenized equities. What is missing is a reporting framework and standardized criteria. That gap is real and it has to be closed engagement by engagement in the meantime, because an examination cannot be performed against criteria that do not exist. AT-C 105 requires criteria that are both suitable and available to users, so until an industry framework emerges the practitioner and the issuer have to establish those criteria themselves and make them available alongside the report. That is more work, not less, and it is where the judgment in these engagements currently sits. The gap will close the same way it closed for stablecoins: firms and issuers will customize, the market will converge, and the AICPA will codify what the market settled on.

For regulators, the lesson from stablecoins is that the gap between the first product and the first attestation requirement was not free. Four years passed between Tether's launch and the first conditions imposed by NYDFS, and another four before the requirement was written down for the market as a whole. That interval was paid for in failures, opacity, and eventually in legislation written under pressure. It does not need to repeat here.

Frequently Asked Questions

• What is the difference between natively issued and non-natively issued tokenized stock?

  What is the difference between natively issued and non-natively issued tokenized stock? Natively issued tokenized stock is the actual share, recorded on-chain by an SEC-registered transfer agent and carrying the same CUSIP as the listed shares. Non-natively issued (wrapped) stock tokens are a separate instrument issued by a third party that tracks the share price and is backed by real shares held off-chain at a custodian.

• Do tokenized stocks require a proof of reserves attestation today?

  No US rule currently requires one for third-party stock tokens. Stablecoins followed the same path: NYDFS first imposed attestation conditions in 2018 and formalized monthly examination requirements in June 2022, and GENIUS later made monthly reserve examinations law.

• Which attestation standard can be applied to tokenized stock reserves?

  AT-C 205 governs examinations, which provide an opinion on the subject matter, and AT-C 215 governs agreed-upon procedures, which report findings. Both are available now; no new standard is needed for tokenized equities.

• Why can a fully collateralized stock token still be under-reserved?

  Because shortfalls are operational rather than structural. Minting ahead of T+1 settlement, fractional rounding, unadjusted corporate actions, encumbrance of the reserve account, and complex order handling can each open a gap that legal segregation does not prevent.

Ready to scope a Proof of Reserves engagement for your tokenized stocks?

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Author Bio:
Jeremy is a founding member and audit partner at The Network Firm and co-creator of LedgerLens, a suite of digital asset-focused audit and attestation tools. Jeremy holds credentials as a Certified Public Accountant (CPA), Certified Management Accountant (CMA - inactive), and Certified Bitcoin Professional (CBP).

Over his 10-year career, including 7 years focused on digital assets, Jeremy has led audit and attest engagements across various industry niches, including exchanges, custodians, miners, token projects, wallets, payment processors, and stablecoins. Jeremy specializes in “Proof of Reserve” engagements.

Jeremy’s goal is to shape the future of the accounting profession, strengthened by verifiable, transparent, and trusted blockchain ledgers.

Connect with Jeremy Nau on LinkedIn/Twitter for more expert advice.