Tokenization of shares as an example of asset tokenization : comparative reflections

Bibliogr. s. 104-106

The concepts of distributed ledgers and blockchain technology have been a subject of doctrinal discussions in Poland and abroad for several years. Closely related to these technologies is the notion of tokenization, which involves the representation of property rights through entries in distributed ledgers. This concept is gaining increasing traction. Technological innovations are not entirely foreign to the Polish legal system, as demonstrated by Article 3281 § 3 of the Code of Commercial Companies, which allows the shareholders’ register to take the form of a dispersed and decentralized database. Consequently, it can be inferred that shares of Polish joint-stock companies may be subject to tokenization. However, the concise nature of this provision has given rise to several uncertainties, as noted by legal scholars. This paper aims to evaluate the framework established in the Code of Commercial Companies, particularly in terms of its ability to provide a robust legal foundation for the effective operation of shares within distributed ledger environments. The paper also includes comparative analyses of the German and Swiss legal systems, which permit the existence of securities in distributed ledgers. Finally, the paper offers "de lege lata" and "de lege ferenda" proposals.