The secondary market for tokenized assets

When an asset is issued and sold for the first time, it is in the primary market: the money goes to the issuer. After that, the buyer may want to sell to someone else. That resale between investors takes place in the secondary market, and the money goes from one investor to another, not to the issuer.

For listed shares, the secondary market is the stock exchange. For tokenized assets, the answer is less obvious. This article explains how this market works, which models exist and where it is allowed, based on regulators’ documents consulted on October 8, 2026. Why the liquidity promised in these markets often fails to materialize is the subject of another article: token liquidity: promise versus reality.

Why transferring the token is not enough

Technically, any token on a blockchain can be sent from one wallet to another. Legally, if the token is a security (a share, a debt instrument, a fund unit or a collective investment contract), the resale follows capital markets rules. The criteria for deciding whether a token is a security are in tokenization and capital markets: regulatory limits.

That is why most investment tokens are built with locks. The smart contract only accepts transfers to wallets on a whitelist, the list of verified and authorized investors. IOSCO, which brings together the world’s capital markets regulators, describes a tokenized fund in which only approved qualified investors can trade with each other and in which a transfer recorded on the blockchain only has legal effect after being reconciled with the register kept by the transfer agent, off-chain (IOSCO, November 2025).

Trading models

IOSCO identifies two categories of venues that may emerge for secondary trading: traditional venues, which trade by the security’s international code (ISIN) and adapt to accept the tokenized version, and venues created specifically for tokens. In practice, the models that appear in the documents consulted are these:

Model	How it works	Typical situation
Exchange or traditional venue with a tokenized version	The tokenized security trades in the same order book as the regular security, and only settlement changes	Depends on regulatory authorization and infrastructure adaptation
Blockchain-native trading venue	Authorized platform that trades and, under some regimes, also settles and records the tokens	Experimental regimes with limits
Trading between pre-approved investors	Buyer and seller find each other and transfer the token between whitelisted wallets	Common in tokenized funds for qualified investors
Resale brokered by the issuing platform	The platform that ran the offering connects interested parties	Allowed in some cases, with restrictions
Decentralized exchanges (DEX)	Automated programs swap tokens without an intermediary	For securities, only in supervised tests and subject to market rules

IOSCO cites the case of an entity that tested, in the Monetary Authority of Singapore’s testing environment, an automated market maker (AMM), a mechanism typical of decentralized exchanges, to trade tokenized capital markets products. The regulator’s conclusion, according to the report, was that the existing markets regime was the appropriate one to address the risks of this model, including market integrity risks. In other words, the new technology did not do away with market rules.

In Brazil

Organized markets

CVM Resolution 135, of 2022, issued by the CVM (Brazil’s securities regulator), defines an organized market as the physical venue or electronic system intended for trading or registering transactions in securities by a defined set of participants. It may be an exchange or an organized over-the-counter market; the rule distinguishes the two by criteria such as price formation rules, volume, target audience and the possibility of registering trades made outside the venue. Only securities authorized by the CVM may be traded on an organized market, and the operation of each market depends on the regulator’s authorization (CVM Resolution 135, consolidated text).

The same rule defines a centralized and multilateral system: one in which all offers for the same security go to the same channel and are exposed to acceptance by all participants. It is this type of system that characterizes a true market. Trading done outside an organized market, with a member of the distribution system acting as intermediary or counterparty, is the non-organized over-the-counter market.

For a token that is a security, this means a platform that gathers buy and sell offers from many investors and forms a price must be authorized as an organized market. There is no exception just because the record is on a blockchain.

Crowdfunding: resale with limits

CVM Resolution 88, which regulates investment crowdfunding, allows the platform to broker resales of securities of small companies that raised funds through it. The rule imposes conditions: the buyer must be an active investor on the platform, the security is only delivered after payment and the platform must publish the monthly history of transaction volume and prices. It also prohibits a centralized offer system, market makers and the use of terms such as “exchange” and “secondary market” (CVM Resolution 88, arts. 15 and 16). The details of these prohibitions are in the article on regulatory limits cited above.

Ongoing tests

On September 15, 2026, the CVM’s Tokenization Working Group delivered to the regulator’s board the draft of a DLT Pilot Program, which provides for tests of issuance, offering, trading, custody, deposit and settlement of shares, debentures, receivables certificates and fund units on distributed ledger networks, for 60 days extendable by up to 30 (CVM, September 16, 2026). As of the date of this article, the newsroom had not found any approval of the draft.

Tokens that are not securities follow a different regulatory path. For real estate, the map is in real estate tokenization in Brazil: who regulates what.

In the European Union

The pilot regime for market infrastructures based on DLT (Regulation (EU) 2022/858) has applied since March 23, 2023. It created three types of infrastructure: the DLT multilateral trading facility (DLT MTF), the DLT settlement system (DLT SS) and the system that does both (DLT TSS). Operators can request exemptions from rules designed for the traditional market, but the regime has limits: shares of companies with a market capitalization below 500 million euros, bonds with an issue size below 1 billion euros and UCITS funds with assets below 500 million euros (ESMA, DLT Pilot Regime).

ESMA’s list updated in January 2026 shows five authorized infrastructures: CSD Prague (Czech Republic, settlement), 21X (Germany, trading and settlement), 360X (Germany, trading), Axiology (Lithuania, trading and settlement) and LISE (France, trading and settlement) (ESMA, list of authorized infrastructures).

In its June 2025 review, when there were three authorized infrastructures, ESMA recorded “minimal live trading activity”, pointed to a lack of interoperability between networks and of access to central bank money, and recommended recalibrating the thresholds, which it considered restrictive (ESMA, June 2025). The regime may be extended, amended or made permanent.

In the United Kingdom

The Bank of England and the FCA, the UK conduct regulator, jointly operate the Digital Securities Sandbox (DSS), a testing environment for trading and settling digital securities, such as shares, bonds and fund units. Firms progress in stages, from testing to live operation with volume limits, and may be trading venue operators or digital securities depositories. The DSS is scheduled to run until December 2028, with an application window expected to close around March 2027. On June 30, 2026, the rules began to allow stablecoins meeting minimum requirements as a means of settlement (FCA, Digital Securities Sandbox).

IOSCO records other paths in Europe outside the EU. Switzerland created, through a 2021 law, a DLT trading facility license, which can also hold and settle securities recorded on a blockchain without an additional license.

In the United States

On March 18, 2026, the SEC, the US capital markets regulator, approved a change to Nasdaq’s rules to allow trading of securities in tokenized form during a pilot run by DTC, the country’s central securities depository. The design is conservative: the tokenized version trades in the same order book and with the same priority as the regular version, but only if it is fungible with it, has the same identifier and the same ticker and confers the same rights. The scope is limited to stocks in the Russell 1000 index and to exchange-traded funds (ETFs) that track major indexes. If tokenized settlement is not possible, the trade is settled in the traditional way (SEC, Release 34-105047). The newsroom has not verified whether tokenized trading has already begun.

In this model, the token does not create a new market: it piggybacks on the liquidity of a market that already exists. For private offerings and tokenized real estate in the US, the resale restrictions are different and are covered in real estate tokenization in the United States.

What to check before counting on resale

• Is the venue authorized? Check on the regulator’s website whether the platform may operate an organized market or whether it is in a sandbox or pilot.
• Who can buy from you? If only whitelisted investors or only clients of the same platform, the pool of buyers is small.
• Where is the record that counts? On the blockchain or in a system run by the transfer agent or registrar?
• What happens if the platform shuts down? Can the token be transferred to another authorized venue?
• Is there a trading history? Past volume and prices say more than the technical ability to transfer.

The existence of an authorized venue does not guarantee a buyer or a price. As with any risky investment, it is possible to lose the entire amount invested. Safekeeping of tokens and who controls the keys is covered in tokenized asset custody.

Key takeaways

• The secondary market is resale between investors. For tokens that are securities, it depends on an authorized venue, and the whitelist defines who can take part.
• In Brazil, a venue that gathers offers and forms prices needs authorization as an exchange or organized over-the-counter market; crowdfunding only allows brokered resale with limits, and the CVM is still testing blockchain trading.
• The EU, the UK, Switzerland and the US have opened paths, almost all experimental and with limits, and the volume traded so far is small.