증권형 토큰과 전자등록제도와의 정합성

Abstract

On September 6, 2022, the Financial Services Commission held a policy seminar on the direction of the regulation system for issuance and distribution of security tokens and disclosed a draft of the regulatory system for security tokens. According to this draft, future crypto-assets are divided into security tokens and non-securities tokens according to their economic substance. Security tokens can be issued and circulated under the regulations of the 「Capital Market Act」, and non-securities tokens will have a regulatory system by enacting the 「Framework Act on Digital Assets」. In that case, only securities under the 「Capital Markets Act」 will be able to issue and distribute as security tokens. Depending on whether the token is a security, the regulatory method will be different. Therefore, it will be important to define what securities are under the 「Capital Markets Act」 and to distinguish between security tokens and non-security tokens. Under the current legal system, rights are presumed by possession of securities and the transfer of rights is recognized by recording in the electronic registration account book. However, there are still legal controversies about whether crypto-assets are a thing under civil law and how to recognize their possession. Since security tokens are not based on a centralized account book, they cannot be regarded as electronic securities under the 「Electronic Securities Act」. Accordingly, the Financial Services Commission temporarily utilizes a blockchain mirroring method that operates a distributed ledger and an electronic registration account book in parallel until the revision of the Electronic Securities Act, and through the revision of the 「Electronic Securities Act」 in the future, establishes an institutional basis for subsuming security tokens into an electronic registration system. It is foretold to prepare. The purpose of this article is to clarify the compatibility between security tokens and electronic registration systems. To do this, first II. Arrange discussions on the concept of security tokens at home and abroad to derive the relationship between security tokens and block chains, and III. Focus on the similarities between the operating principle of blockchain and the current electronic securities system, the legal nature of electronic registration is identified. and IV. Propose a direction for revising the current 「Electronic Securities Act」 to accommodate security tokens as the 「Electronic Securities Act」. V. From the perspective of unlisted stocks, as expected effects of the introduction of security tokens, regularization of shareholder register, unification of distributed registration account book and shareholder register, securitization of unlisted stocks, and increased funding opportunities are expected.