Cap Table Tokenization FAQ: Converting Existing Securities
Cap Table Tokenization converts previously issued securities into tokenized form using an issuer-approved cap table. It preserves existing ownership and does not involve a new securities sale.
TopicCap Table Tokenization· 17
17 questions
Cap Table Tokenization Questions and Answers
What is cap table tokenization?
Cap Table Tokenization converts existing shares or other securities into tokenized form using the issuer’s approved cap table. It preserves the existing holdings and gives securityholders a way to receive the securities as tokens.
Who can initiate cap table tokenization?
An issuer, broker-dealer or authorized transfer agent can initiate Cap Table Tokenization through Issuer Hub, provided they have the necessary authority to tokenize the securities. OnchainTA can also assist with the process. The submitted cap table and conversion terms are reviewed before tokens are distributed.
Can companies import an existing cap table from Excel or CSV?
Yes. The issuer, broker-dealer or transfer agent can upload Excel or CSV files or enter holdings manually. Required information includes each holder’s name, address, email, security type, security class and number of securities held. The platform checks for missing data, duplicates and differences in totals.
Can paper-certificate holders and conventional book-entry holders participate?
Yes. Investors whose ownership was originally documented through paper certificates or book-entry records can participate when their holdings are included in the issuer’s authorized cap table. They must complete the required verification and consent steps before receiving tokens.
Can I present a paper certificate directly to OnchainTA and request tokens?
Yes. You may present a paper certificate to OnchainTA for review when OnchainTA is responsible for the relevant securities. Registered transfer agents must process items presented for transfer according to SEC transfer-agent rules, including the turnaround requirements for routine items and diligent handling of nonroutine items. OnchainTA will validate the certificate, ownership and any required transfer documentation. Presenting a certificate does not automatically entitle the holder to tokens. Tokenization also requires authorization from the issuer and inclusion of the holding in the approved Cap Table Tokenization process. If another transfer agent maintains the relevant records, OnchainTA will coordinate with that agent or direct the holder to the appropriate provider.
Do existing investors have to register again and repeat KYC/AML?
No. The platform automatically checks existing investor records for KYC/AML verification and other regulatory requirements. If the investor's information is current and valid, the existing verification is reused. If additional information or verification is required, the Investor Portal guides the investor through the necessary steps before token distribution.
What must an investor confirm before receiving tokens?
The investor reviews the recorded holding, agrees to convert it into tokenized form and confirms one receiving wallet. If the quantity of the recorded holding is disputed, OnchainTA holds that distribution until the discrepancy is resolved.
Can an investor choose more than one receiving wallet?
An investor may register several wallets but must confirm one destination wallet for a particular allocation of tokenized securities. This prevents an allocation from being delivered more than once. Generally, the destination is the wallet the investor connected to the Investor Portal when investing or confirming the distribution of securities.
Can an issuer tokenize only some of its existing securities?
Yes. An issuer may tokenize a defined security class or a specified portion of its cap table rather than every outstanding security. The issuer and its transfer agents agree on the scope of the conversion and how records will be coordinated. Any non-tokenized holdings remain subject to their existing service arrangements.
How do holders receive tokenized securities?
Once the cap table and investors are verified, OnchainTA can distribute tokens directly to receiving wallets or make them available through a Merkle-based claim process. Investors see Receive Tokens in the Investor Portal after confirming their holdings and once OnchainTA approves the distribution based on instructions from the issuer or its transfer agent. The Receive Tokens button does not require investors to make another investment. Distributions can take place in batches as investors confirm their holdings and complete the required verification.
Can investors claim the same tokens twice?
No. The system records delivered allocations and prevents a second distribution of the same holding. If the securities have already been received, the investor sees that status.
Are investments and investor identities publicly visible after tokenization?
No. Investor identities, cap tables and investor documents are maintained in secure, access-controlled off-chain systems and are never publicly visible, regardless of the blockchain used.
The visibility of wallet addresses, token balances and transactions depends on the blockchain. On public blockchains, this information is generally visible, while private or hybrid blockchains can restrict access to authorized participants.
Is cap table tokenization the same as DigitalCapTable?
No. Cap Table Tokenization converts existing securities into tokens. DigitalCapTable privately reconciles reports about investments held through SPVs and other entities. DigitalCapTable does not issue tokens or replace an official transfer-agent register.
Can a holder request tokens solely by presenting a paper certificate?
No. A paper certificate can be submitted for review, but it does not by itself authorize token issuance. The issuer or responsible transfer agent must verify the holding and include it in an approved conversion. The investor must also complete the necessary confirmations and wallet designation before receiving tokens.
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