The Admissibility of Blockchain-Based Solutions for Share Trading and Maintaining Shareholders’ Register in the Context of the Dematerialisation of Shares

Abstract

The mandatory dematerialisation of shares, which involves converting physical share certificates to electronic records, has unified the trading framework for registered and bearer shares. This paper examines the impact of mandatory dematerialisation on the regulations governing the trading and registration of shares in non-listed joint-stock companies, where shares are registered in the shareholders’ register. The analysis is conducted in the context of modern technologies, such as smart contracts, distributed ledger technology and tokenisation, and their role in these processes. The authors refer to the possibility of concluding a share transfer agreement using smart contract technology and argue that, although maintaining a shareholders’ register in the form of a distributed and decentralised database is permitted, the provisions currently in force do not allow or fully enable the exploitation of the benefi ts available through blockchain technology, particularly the tokenisation of shares.