Digitalisation and Tokenisation of Corporate Shares and Their Place in the System of the Law Objects

Abstract

Abstract. This article examines the legal nature of a corporate share in the context of the digitalisation and tokenisation of assets and determines its place within the system of objects of civil rights. The study analyses the terminological inconsistency in the designation of a shareholding in corporate-type legal entities (share, stock, stake) and justifies the use of the unified term ‘corporate share’. The main doctrinal approaches to the legal nature of a corporate share are examined: as property, an intangible asset, a property right, a set of corporate rights, a sui generis object and a financial investment; the advantages of the property-law approach are substantiated. Particular attention is paid to the concept of a ‘digital object’ introduced in 2023 (Article 179-1 of the Civil Code of Ukraine). A distinction is drawn between a corporate share as an object of law and an electronic record, which is a means of recording and registering rights to it. The right to corporate shares is recorded in the form of entries in the electronic system of the register of shareholders within the depository system, the Unified State Register of Legal Entities, Individual Entrepreneurs or Public Organisations, or the Central Depository’s share accounting system. It is argued that the extension of the legal regime for digital objects is possible only on condition that the asset itself is digital, rather than the record. A significant part of the study is devoted to the tokenisation of corporate shares: it explores the origins of blockchain technology and smart contracts, the classification of crypto-assets, and the legal models of tokenisation (direct, indirect, and partial). Tokenised shares have been distinguished as financial instruments and crypto-assets under Regulation (EU) 2023/1114 (MiCA) and the Law of Ukraine ‘On Virtual Assets’, and the relationship between tokenised shares and DLT-based securities has been defined. The concept and types of tokenised shares are examined depending on the scope of the rights they represent, as well as the current mechanisms for their trading, using the examples of the Nasdaq stock exchange and the Binance crypto exchange. It is concluded that Ukrainian and European legislation lacks a separate legal regime for digital corporate shares, which requires further doctrinal research and legislative regulation. It is argued that digitalisation and tokenisation enhance the liquidity of corporate interests (in the form of shares in public companies) and strengthen the safeguards for the rights of their holders, but at the same time give rise to new challenges regarding the coexistence of tokens and the underlying asset (shares).