Tokenized Stock Certificates & Legal Alignment

When a CyberCertPrinter mints a new token, that token is effectively a stock certificate issued as an NFT. Each certificate NFT can include important metadata, such as the shareholder’s name, the number of shares it represents, and even a link to a PDF of the signed certificate or relevant legal agreements. MetaLeX’s design explicitly aims to imbue these tokens with the same legal status and function as traditional paper stock certificates. In fact, this approach aligns with recent Delaware state law amendments, which authorize corporations to maintain their stock ledger on a blockchain. By mapping each share (or each certificate representing a bundle of shares) to a unique token ID, a cyberCORP’s onchain ledger is a legally recognized source of truth for ownership.

Share Classes and Series in Code: The smart contracts enforce distinctions between different share classes and series. For example, a token from the Preferred Stock, Series A contract is programmatically recognized as “Series A Preferred” and can carry whatever rights or restrictions are unique to that series. This ties into MetaLeX’s broader legal-tech research (see Tokenizing Corporate Capital Stock in MetaLeX publications) which ensures that onchain representations correspond to real-world definitions (e.g. what “Series A Preferred” means in a charter or term sheet). Because each share class has its own contract address and metadata, the system can, if needed, treat them differently for voting, dividends, liquidation preferences, etc., just as a traditional corporation would differentiate share classes in its charter.

Instant, Immutable Ledger: Whenever shares are issued, transferred, or retired, those changes are recorded by the contracts immutably onchain. Instead of updating a spreadsheet or calling a transfer agent, the company uses its IssuanceManager (via a transaction) to record the change. The blockchain becomes the company’s cap table ledger – tamper-proof and time-stamped. Ownership of the company’s stock is represented by wallet addresses holding the NFTs, and transfers of ownership occur by transferring these tokens (subject to the restrictions below). Settlement is near-instant, secured by the blockchain’s consensus, meaning no waiting for paperwork to process. At any moment, the IssuanceManager can provide a canonical list of all outstanding shares and their holders by querying the tokens in each CyberCertPrinter it manages.

cyberScrip: Fungible Claims: For greater liquidity, a certificate can be broken into ERC-20 units known as cyberScrip. These tokens represent the same number of underlying units as the original cyberCert but are easier to trade, vest, or use as collateral. Scrip holders typically do not exercise shareholder rights until they recombine their tokens into a certificate.

Converting Between Forms: The IssuanceManager supports two-way conversion between certificates and scrip. Calling scripifyCert transfers a certificate to the contract, voids it, and mints an equivalent amount of cyberScrip to the holder. Later, convertScripToCert burns scrip and either revives a matching voided certificate or creates a new one. Issuers can attach custom conditions—such as KYC checks or minimum conversion sizes—to either direction of this process, giving them granular control over how investors move between cyberCerts and cyberScrip.