The Government of Gibraltar has published the Protected Cell Companies (Amendment) Bill 2026, introducing a legal framework for the issuance of tokenised shares within protected cell companies authorised as experienced investor funds. 

The Bill represents a significant step in Gibraltar’s ongoing strategy to position itself at the forefront of regulated digital finance. By enabling the use of distributed ledger technology in the issuance, registration and transfer of shares, the legislation provides legal certainty for fund structures seeking to adopt innovative technologies within a regulatory environment.

The proposed amendments allow protected cell companies that operate as experienced investor funds, and are authorised by the Gibraltar Financial Services Commission, to issue shares in tokenised form. These “share tokens” will be legally recognised as equivalent to traditional share certificates under the Companies Act 2014, ensuring that investors retain the same rights and protections.

The Bill also introduces the concept of DLT-based share registers, enabling companies to maintain ownership records securely on distributed ledger systems. This innovation is expected to enhance transparency, improve operational efficiency, and reduce administrative burdens for fund managers and service providers.

Minister for Financial Services Nigel Feetham KC MP commented:

“This legislation reinforces Gibraltar’s position as a leading jurisdiction for innovative and wellregulated financial services. By integrating distributed ledger technology into our existing legal framework for funds, we are enabling the next generation of financial infrastructure. I first set out this ambition at an international conference in Hong Kong in February, and I am pleased that, within just two months, we have been able to deliver on that commitment. The Government wishes to formally acknowledge Nathan Catania for his contribution to the development of the proposal that led to this Bill, and Targ Patience for his engagement on the draft legislation, both acting on behalf of the industry.”

The Bill requires funds to obtain prior approval from the Gibraltar Financial Services Commission before tokenised shares can be issued, and imposes strict requirements relating to investor eligibility, cybersecurity, custody arrangements, and risk disclosure.

In addition, the legislation provides legal recognition for the use of smart contracts and cryptographic signatures in the transfer of shares, ensuring that digital processes have full legal effect under Gibraltar law.

The Bill builds on Gibraltar’s existing regulatory framework, which established a pioneering regime for DLT providers, supporting the already existing ecosystem for digital financial services in Gibraltar. 

The Bill has been shaped through constructive engagement with the Financial Services Commission, the local industry and Opposition. The Bill will now proceed through the legislative process. 

Minister Feetham, together with his team and Nathan Catania, will shortly travel to Consensus Miami, one of the world’s largest and most influential digital asset conferences, where they will promote Gibraltar’s new legislative framework and engage with global industry leaders. Separately, Minister Feetham will hold meetings with prediction market investors.