Can I tokenise just one share class?
Since 2 October 2026, the CSSF has confirmed that a Luxembourg fund issuing both traditional and tokenised shares can appoint more than one registrar. You can keep your existing transfer agent for your current share classes and tokenise just one.
Key takeaways
- The CSSF's FAQ on fund tokenisation (Version 1, 2 October 2026) confirms that a fund issuing traditional and tokenised shares can have more than one registrar (Q3).
- Existing share classes stay with the current TA, while a tokenised share class gets a specialist: a digital TA keeping the register on-chain, or a control agent working with a TA.
- Tokenised shares can be registered or dematerialised. Dematerialised shares need both a registrar and a control agent, and one entity can hold both roles (Q2).
- The CSSF attaches five conditions to a multi-registrar setup, including naming every registrar in the offering documents and keeping a consolidated view of all shares issued.
What the CSSF said
In its FAQ on fund tokenisation (Version 1, 2 October 2026), the CSSF answered three questions that matter here:
1. A fund can issue native tokenised units or shares (Q1). The CSSF is technology-neutral: the rules for the fund apply, whether its register runs on a blockchain or not.
2. A fund issuing both traditional and tokenised shares can have more than one registrar (Q3). This is the point that unblocks a single tokenised share class.
3. A control agent does not replace the registrar (Q2). For dematerialised shares you need both roles, but one entity can hold both if it has the right authorisations.
How it works in practice
Take a fund with three share classes, A, B and C, all administered by your current TA. You add a fourth, Class T, issued on-chain.
Classes A, B and C stay exactly as they are: same TA, same processes, same investors. Class T gets a specialist: either its digital TA , keeping the register on-chain, or a control agent working in connection with a TA. One of the two, or the management company, keeps a consolidated view of every share the fund has issued, so the NAV per share and distributions still work across the whole fund.
In short: two TAs, one fund. Or, if you prefer, one TA and a control agent.
Registered or dematerialised: which do you need?
Tokenised shares can be issued in registered or dematerialised form. Using a blockchain doesn't decide the legal form, and the legal form doesn't decide whether you use a blockchain.
Either way, classes A, B and C stay with your TA. Registrar: Circular CSSF 22/811. Control agent: Dematerialised Securities Law.
The conditions
The CSSF attaches five conditions to a multi-registrar setup (Q3):
1. No fragmentation. Splitting the work must not make coordination and supervision difficult, or add needless cost.
2. Disclosure. The offering documents must name every registrar and its role, and explain the operating model and its risks.
3. A consolidated view. The management company or one registrar keeps a full view of all shares issued.
4. Risk management. Any extra risks from splitting the registrar role must be managed.
5. Company law. Where relevant, the register of registered shares is still kept at the fund's registered office.
What you still need to do
Tokenising one share class is far lighter than moving a fund, but it isn't nothing. Expect to:
• update the offering documents to name the second registrar and describe the setup;
• agree who holds the consolidated view, and how the two registers reconcile;
• create the new share class through your usual governance;
• speak to the CSSF early, as the FAQ itself encourages.
Where Investre fits
Investre holds Luxembourg's first CSSF Control Agent licence under Blockchain IV, as well as a Transfer Agent licence. Your existing TA keeps everything else.
We can also work hand in hand with your existing TA and limit our role to issuing Class T, as registered or dematerialised shares, directly into the market. If you shelved a tokenisation project because of the TA question, it's worth picking it back up.
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