Tokenization of Corporate Rights in The Russian Federation: Issues of Legal Regulation and Practical Implementation

Abstract: In the context of the transition to a digital economy, officially approved in the "Strategy for the Development of the Information Society in the Russian Federation for 2017–2030", and considering the rapid global growth in the circulation of so-called crypto assets, Russia has adopted a number of regulatory acts establishing legal regulation of digital financial assets (DFAs). It was assumed that this would launch the process of creating a “Russian segment” of the crypto asset market, including, among other things, a type of tokenized equity known as equity tokens. The first issuance of digital financial rights was placed on the Atomize platform on July 18, 2022, in the form of DFAs representing monetary claims (analogous to debt tokens). As of March 2025, this type of digital right remains practically the only one issued in Russia. Digital financial assets introduced by Russian legislators into the legal framework DFAs representing rights to participate in the capital of non-public joint-stock companies (the Russian equivalent of equity tokens), — are currently not being issued. O.V. Ushakov notes that “currently, the very emergence of companies whose shares are issued in the form of DFAs is complicated by a number of contradictions between the DFA Law on one side, and the Joint-Stock Companies Law and the Securities Market Law on the other”. Additionally, he points out that current regulations exclude the possibility of such companies going public through an IPO and fail to account for the specific nature of “digital shares”, which implies the absence of a centralized registry holder. It should also be noted that the tokenization of shares in the authorized capital of limited liability companies, as a type of equity token, is actively being discussed today, along with the legal regulation of decentralized autonomous organizations (DAOs), whose governance structure consists solely of a "general meeting of participants." It is being considered that the regulation of a Russian analog of DAO, as fully digital entities, will also be based on legislation governing limited liability companies. DFAs representing rights to participate in the capital of non-public joint-stock companies, as well as potential DFAs representing rights to participate in the capital of limited liability companies, imply the tokenization of corporate rights — decentralizing accounting and moving the circulation of such rights into the digital space. This inevitably raises issues regarding the exercise and disposition of these rights. This paper provides a general overview of types of corporate rights tokenization in Europe and the United States, analyzes current legislation of the Russian Federation regulating the issuance, placement, and circulation of DFAs representing rights to participate in the capital of non-public joint-stock companies and DFAs for the exercise of rights under emission securities, identifies problems in the legal regulation that hinder the issuance of such DFAs in Russia, and discusses barriers to fully utilizing the advantages of distributed ledger technology in the tokenization of corporate rights. Keywords: blockchain, distributed ledger, decentralized ledger, crypto-asset, token, tokenization of corporate rights, equity tokens, digital shares, DFAs.