# SecondaryDAO petitions SEC for tokenized real-property crowdfunding exemptions

> SecondaryDAO NA LLC and SecondaryDAO SA de CV petitioned the SEC to create exemptions for offerings of up to $10 million in tokenized membership interests issued by single-purpose companies owning income-producing real property.

- URL: https://riadefi.com/regulation/2026-09-19-sec-secondarydao-tokenized-real-property-crowdfunding-petition/
- Posture: Proposal · not in effect
- Authorities: U.S. Securities and Exchange Commission; SecondaryDAO NA LLC and SecondaryDAO SA de CV
- Event date: 2026-09-19
- Version: 1, published 2026-09-22 (first published 2026-09-22)
- Advisor-relevant: no

This entry records a proposal. It does not change the law unless it is adopted.

## What changed

SecondaryDAO NA LLC and SecondaryDAO SA de CV petitioned the SEC to create exemptions for offerings of up to $10 million in tokenized membership interests issued by single-purpose companies owning income-producing real property. The requested framework would replace the one-year crowdfunding resale restriction with a restriction ending at the offering's close, permit a single SEC platform registration without FINRA membership, allow affiliated issuers under specified controls, remove or relax investor limits, preempt state registration for defined qualified purchasers, and use audited smart-contract escrow and payment-stablecoin settlement. The petition is a private request and does not represent Commission action or current relief.

## Who it affects

- Sponsors and platforms seeking to offer tokenized fractional interests in income-producing real property
- Investment advisers evaluating tokenized real-estate products for client accounts
- Retail and accredited investors considering fractional tokenized real-property interests
- Broker-dealers, funding portals, alternative trading systems, custodians, wallet providers, and compliance vendors that could support the proposed framework

## What is still open

- Whether the SEC will act on the petition or commence rulemaking
- Whether the Commission has or will use the cited exemptive authorities to create the requested offering, intermediary, exchange, FINRA-membership, resale, and state-preemption framework
- What custody, valuation, liquidity, transfer-agent, investor-eligibility, AML, sanctions, cybersecurity, smart-contract audit, and insolvency safeguards any Commission proposal would require

## What it means for an advisor

- Treat the petition as a private proposal, not an available exemption or authorization to recommend or transact in the described interests
- Monitor for Commission action before changing product-approval, custody, trading, or client-communication procedures
- If a Commission proposal follows, assess real-property valuation, sponsor conflicts, wallet and transfer controls, smart-contract escrow, payment-stablecoin settlement, liquidity, fees, and platform registration in product diligence

## Sources

1. [Petition for Rulemaking to Adopt an Exemption for Small Offerings by Companies Whose Only Business Is Owning Income-Producing Real Property](https://www.sec.gov/files/rules/petitions/2026/petn4-929.pdf) · SecondaryDAO NA LLC and SecondaryDAO SA de CV · 2026-09-19


---

Published by Ketju Research on RIADeFi (https://riadefi.com). Educational research for financial professionals; not investment, legal, tax, or compliance advice.