Gibraltar has taken a significant step forward in digital finance this week, with the publication of the Protected Cell Companies (Amendment) Bill 2026, legislation that paves the way for experienced investor funds to issue shares in tokenised form.
What does the Bill introduce?
At its core, the Bill enables protected cell companies that operate as experienced investor funds, and are authorised by the Gibraltar Financial Services Commission (GFSC), to issue shares in tokenised form using distributed ledger technology (DLT).
These “share tokens” will carry the same legal weight as traditional share certificates under the Companies Act 2014. In practice, this means investors retain the same rights and protections they would expect from conventionally issued shares.
The Bill goes further than tokenised share issuance alone; it also introduces DLT-based share registers, allowing companies to maintain ownership records securely on distributed ledger systems.
A considered and collaborative approach
The Bill has been shaped through engagement with the GFSC, the local industry, and the Opposition, a consultative process that reflects Gibraltar’s broader approach to financial regulation.
This is not unusual for the jurisdiction. Gibraltar has consistently demonstrated that its size is a strength rather than a limitation, allowing government, regulator, and industry to work in close proximity and move with a speed and cohesion that larger financial centres often struggle to match.
What the Bill requires in practice
Funds wishing to issue tokenised shares will need to obtain prior approval from the GFSC. There are also strict requirements around investor eligibility, cybersecurity, custody arrangements, and risk disclosure to take into account.
The Bill also provides legal recognition for smart contracts and cryptographic signatures in share transfers, ensuring that digital processes carry full legal effect under Gibraltar law. This is a particularly important step: it removes ambiguity and gives market participants the certainty they need to adopt these technologies with confidence.
Building on an established foundation
The Bill also builds directly on Gibraltar’s existing DLT regulatory framework, which established a pioneering regime for DLT providers and has already supported a thriving ecosystem for digital financial services in the jurisdiction.
For Gibraltar, the direction of travel has been consistent: integrate innovation within a well-regulated environment, provide legal certainty, and remain a competitive location for serious financial services businesses.
What this means for Fund Managers and Administrators
For fund managers and promoters operating in Gibraltar, this Bill represents a genuine opportunity. The ability to issue shares via DLT, backed by full legal recognition, can streamline processes, reduce friction in share transfers, and improve the investor experience.
For administrators, the introduction of DLT-based share registers will require careful consideration of how existing processes evolve. Record-keeping, transfer administration, and regulatory reporting will all intersect with these new capabilities, and it will be important to ensure that operational practices remain rigorous as the technology is adopted.
Two jurisdictions, one direction
Gibraltar is not alone in moving in this direction. Just one day after the publication of Gibraltar’s Bill, the UK’s Financial Conduct Authority (FCA) published its own policy statement, PS26/7, setting out new rules and guidance for tokenised funds in the United Kingdom.
The FCA’s changes allow firms to maintain investor records on DLT and introduce a new “Direct-to-Fund” dealing model, where units are issued or cancelled directly against cash, a structure designed to make fund operations more efficient and better aligned with on-chain settlement. Importantly, the FCA has sought to bring tokenised fund structures within the existing regulatory framework rather than creating separate experimental regimes alongside it.
Two major financial jurisdictions publishing meaningful tokenised fund frameworks within 24 hours of one another reflects a broader change in how regulators are approaching digital finance, moving from cautious observation to active facilitation.
Going forward
The Bill is now proceeding through the legislative process. We will continue to monitor developments closely and are ready to support you in how these changes may affect your structures and operations.
If you would like to discuss what this legislation means for your fund, or explore how Abacus can support you, please do not hesitate to get in touch.