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Gibraltar published the Protected Cell Companies (Amendment) Bill 2026 in the Gibraltar Gazette on April 29, proposing to amend the Protected Cell Companies Act 2001 to allow certain protected cell companies to issue cell shares in tokenised form and maintain the relevant share registers using distributed ledger technology. The bill applies to protected cell companies that are, or will be, experienced investor funds authorised by the Gibraltar Financial Services Commission under Part 18 of the Financial Services Act 2019. The measure is not yet in force: commencement requires a separate notice by the Minister in the Gazette, and different provisions may be commenced at different times.
The bill embeds tokenised share treatment into Gibraltar company law
The significance of the proposal is structural. Rather than relying solely on Gibraltar's existing DLT framework, which covers firms using distributed ledger technology for the storage or transmission of value belonging to another person, the bill addresses the company-law status of tokenised cell shares directly. Under the proposed Part 1A, a share token issued with GFSC consent would be treated as a valid share certificate for purposes of the Companies Act 2014, and the holder would carry the same rights and obligations as any other holder of cell shares of the same class. The bill also makes clear that tokenised issuance does not alter the legal nature of the underlying cell shares, and that a company issuing share tokens would not be required to issue physical share certificates. The DLT share register, which eligible companies would be required to maintain on-chain, would be treated as satisfying the existing statutory requirements for registers of members under section 182 of the Companies Act 2014. That makes the change a legal integration rather than a sandbox carve-out.
Issuers face a defined set of operational conditions before tokenised issuance is possible
The bill sets out a layered set of conditions that eligible protected cell companies would need to satisfy before and after issuing share tokens. An eligible company would need its articles to permit tokenised issuance and would need GFSC consent, which the regulator may only grant if it is satisfied the applicant has the competence and capability to issue, manage and safeguard shares in tokenised form. Share tokens may only be transferred to persons verified as eligible investors under applicable statutory and regulatory requirements and to digital wallet addresses that have been verified and allow-listed by the company. Where custodial wallets are used — permitted with GFSC consent, through the fund's administrator or a licensed DLT provider — the company must ensure appropriate segregation of tokens held for different shareholders, robust cybersecurity measures including hardware security modules and multi-signature arrangements, and business continuity procedures. The bill also requires companies to maintain procedures for recovering access or reissuing tokens in the event of lost private keys, managing tokens on the death or incapacity of a shareholder, and complying with court orders relating to share tokens. Offering documents must disclose the DLT used, cybersecurity risks and mitigations, custody arrangements, and failure and incident procedures.
The bill does not identify any specific issuer, fund or blockchain network
The Government of Gibraltar described the proposal as intended to create a legal framework for issuing tokenised shares within protected cell companies authorised as experienced investor funds. The bill text does not identify any specific issuer, fund vehicle, real estate asset, blockchain network, token standard or custody provider that will use the regime once commenced. In practice, no tokenised fund share issuance is authorised by the bill alone: issuers would still need to satisfy the statutory conditions, obtain GFSC consent, update their articles, and comply with the register, disclosure, custody and transfer-control requirements once the legislation is commenced. The immediate affected parties are protected cell company fund issuers, experienced investor fund managers and administrators, licensed DLT providers, custodians, eligible investors and the GFSC itself.
