Design a digital model of the rights tied to the company without confusing the token with a formal transfer of shares. We combine business, legal and technological analysis to determine which rights the token can represent, who it can be offered to and how to service its holders. We match the model to the articles of association, the purpose of the issuance and the rules applicable to the planned way of offering the tokens.
Company tokenization requires combining company law, the financing model and blockchain technology. We work with stock in simple joint-stock companies and joint-stock companies, with revenue-based tokens and with private offers to identified persons. A token can represent specific rights or an economic interest, but a record on the blockchain alone does not replace the formalities required for the transfer of shares. That is why we start with an analysis of the project's structure and purpose, and only then design the token, the documentation and the investor servicing process.
What does company tokenization involve?
Tokenization makes it possible to digitally represent agreed rights related to the company, its value or its cash flows. The scope of these rights depends on the adopted legal structure and documentation. A token can support the record-keeping of entitlements, automate settlements and facilitate investor servicing, but it should not be presented as an automatic substitute for a share recorded in the corporate documentation.
What we tokenize
We work with stock in simple joint-stock companies (PSA) and non-public joint-stock companies (S.A.) and with revenue-based tokens. Each of these forms has a different legal basis (the shareholder register for PSA and S.A., an agreement for a revenue-based token), so the token represents rights differently in each case. For startups and investment rounds we offer a separate service, tokenization of startups and private equity rounds; where the token is a security, we prepare the project as an STO, and we set up the special purpose vehicle as part of company registration.
Limited liability company: the ban and what to do instead
Subscription for shares in a Polish limited liability company (sp. z o.o.) by unspecified recipients is prohibited: art. 182¹ of the Commercial Companies Code (KSH), the ban has applied since 10 November 2023, and a breach carries a criminal penalty. We do not design or promote such an offer. The transfer of a share in a sp. z o.o. is governed by the Polish Commercial Companies Code, including the required form of the transaction, and the articles of association may further restrict transfers or require consent; a token transfer does not replace these formalities. The owner of a limited liability company can consider converting to a PSA or S.A., or a revenue-based token described in an agreement and offered privately to identified persons. If the token is classified as a financial instrument, MiCA is not the primary regime and a licensed partner may be required.
Shares in a simple joint-stock company (PSA)
A PSA has dematerialised shares and a mandatory shareholder register, and the transfer of a share takes effect upon entry in that register. The project must therefore decide whether distributed ledger technology is part of the register kept by an authorised entity, an additional technical layer, or the carrier of a separate economic right; otherwise the cap table and the on-chain state will begin to describe two different things. Before implementation we map the articles of association, investment agreements, share classes, voting rights, lock-ups, pre-emption rights and dilution, and the smart contract blocks a transfer until the required consents are in place. A PSA share may be a financial instrument: issuance, distribution and trading then require classification under MiFID II and the offering rules, not under MiCA.
Shares in a non-public joint-stock company
Here the token is a controlled digital record of the rights attached to the shares, always reconciled with the shareholder register, the articles of association, issuance resolutions and the current cap table. Issuance, transfer, blocking and redemption are executed only after corporate restrictions have been satisfied and the relevant register updated; the model involves the company, the entity keeping the shareholder register, a transaction lawyer and the technology operator. Investor whitelists, transfer restrictions, the handling of dividends, splits and pre-emption rights, and a correction procedure after an erroneous transfer all need to be designed. Shares usually require classification as a financial instrument, so MiCA does not replace the analysis under MiFID II, company law and the role of regulated intermediaries; the project makes sense when the company knows the purpose of the round, the share classes and its investor base, and not when it merely seeks to replace the formal register with a token.
What can the token represent?
Depending on the outcome of the analysis, the token can be linked to, among other things:
- the right to a specified share in revenue or profit,
- a payout arising from an investment agreement,
- the right to participate in a selected project or business line,
- an instrument issued by the company or a dedicated entity,
- utility rights, access or a loyalty program.
The final model depends on the purpose, the group of identified addressees, the method of offering and the legal qualification of the token.
In a Polish limited liability company, the transfer of a share is subject to the requirements of the Commercial Companies Code and may be further restricted by the articles of association. A token transfer on the blockchain alone does not replace the required form of the transaction or corporate consents. The project must therefore clearly describe the relationship between the token, the documentation and the investor's actual rights.
Who is this service for?
- owners of limited liability companies considering conversion to a PSA or S.A.,
- PSA and S.A. companies planning a private round to identified persons,
- capital groups carving out a specific project or revenue stream,
- companies wishing to automate the servicing of token holders,
- entrepreneurs comparing tokenization with traditional equity or debt financing.
Scope of delivery
- analysis of the business objective and the company's readiness,
- review of the ownership structure and the restrictions arising from the articles of association,
- legal qualification of the planned token and the method of offering,
- design of investor rights, tokenomics and cash flows,
- selection of the company structure, agreement or special purpose vehicle, if needed,
- preparation of the technical architecture and the smart contract,
- design of onboarding, KYC or AML, where required by regulations or partners,
- testing, documentation and preparation of the post-issuance operational process.
What does the process look like?
- Analysis. We establish the objective, value, scale and expected rights, and the issuer names the addressees.
- Qualification. We check which legal regime may apply.
- Structure. We design the relationship between the company, the investor, the documentation and the token.
- Tokenomics. We define supply, price, transfer restrictions and settlement rules.
- Technology. We build and test the smart contract and the required integrations.
- Onboarding. We prepare the registration, verification and holder servicing process.
- Launch. We support the launch, monitoring and post-issuance processes.
Which elements may require a regulated partner?
If the token is qualified as a financial instrument, or the project involves regulated distribution, custody, trading or the provision of other financial services, the involvement of a licensed entity may be necessary. MiCA does not cover crypto-assets that are financial instruments. The scope of obligations is determined individually before the issuance begins.
What does the client receive?
- a recommended tokenization model with a description of rights and restrictions,
- a legal, business and technology plan,
- a specification of the token and the issuance process,
- a smart contract and technical documentation within the agreed scope,
- assumptions for onboarding, settlements and reporting,
- a list of required partners, decisions and actions before launch.
Start with a feasibility assessment
The first step is to check whether tokenization actually solves the company's problem and which model can be implemented. On this basis we define the scope, risks, partners and budget for further work.
