Die Registrierungsvereinbarung – insbesondere bei tokenisierten Forderungsrechten

The registration agreement links a certain right to a token or other informational unit on a distributed ledger. In doing so, the issuer creates a ledger-based security, which is an instrument of public faith equivalent to a bearer or «ordre» security and features scriptural legality. The article examines the function and securities law context of the registration agreement, including interpretational and formal aspects. Further, the actual registration of a right, including its assertion and transfer, is examined from a legal dogmatic and practical perspective. Moreover, certain optional regulations that are suitable for registration agreements are explored. As the standard setters and legal writers were mainly focused on registration of shares as ledger-based securities so far, the present article pays particular attention to the legal and practical issues relating to tokenized debt and other liabilities.