Publication date: November 18, 2025
Cryptoassets, of which a token is a type, are digital representations of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technologies. There are three types of tokens: payment or e-money tokens, which serve as a medium of exchange or a store of value; investment tokens, which perform functions analogous to securities; and utility tokens, which provide access to services or products, somewhat similar to vouchers. There are also hybrid tokens, for example, combining the features of cryptocurrencies and real-world assets. These tokens operate by embodying the value of a specific real-world asset and combining it with the flexibility and efficiency of cryptocurrencies. The goal is to provide access to blockchain technology while simultaneously providing a solid link to the underlying tangible asset.
Tokenization is the process of converting data or assets (e.g., property ownership) into a digital token, which is a unique string of characters typically stored in distributed ledger technology (DLT), electronic systems or databases for recording information not maintained by a single, specific entity. DLT allows us to store and use data, both decentralized (i.e., stored in multiple locations) and distributed (i.e., stored on interconnected computers). In this way, computers create a network in which each network participant directly shares its resources (computing power, data, or network bandwidth) with all other network members without the need for any central node. Nodes in a network creating a distributed database are equal in terms of access rights to network resources. One of the main reasons for the development of these technologies is the desire to make it easier for the issuer to raise capital. Tokens do not have to represent the entire asset to which they are assigned. They can, for example, represent a fraction of a share, and the cost is then correspondingly lower, allowing a larger number of people with smaller wallets to access trading in such items.
Share tokenization
One of the main assets subjected to the tokenization process are shares.
To begin this process, a licensed financial institution purchases and holds actual shares of listed or unlisted companies on your behalf. Tokens can also be issued by the company as a representation of its own newly issued shares or those acquired from a shareholder.
Digital tokens are then created electronically, representing the held shares, usually on a one-to-one basis, but as mentioned, a token can also represent a portion of the shares. Another important difference is the relationship between the resulting token and a real share. Some tokens may be merely derivative instruments, as they only reflect the share price, excluding equity rights such as dividend rights, participation and voting rights at the general meeting, and other rights provided for shareholders by the Polish Commercial Companies Code. Others, on the other hand, may bear a significant resemblance to real equity instruments, as their acquisition also grants equity rights, although the actual holder of the shares is still the token issuer.
The next stage is selling to investors. This is where another advantage of using cryptoassets becomes apparent. Automated token trading via smart contracts on specialized decentralized financial platforms increases the speed and liquidity of sales. Furthermore, the platforms are available 24/7, at least five days a week, unlike stock exchanges, which are open only on business days and during specific business hours.
Legal status of tokenized shares in Poland
The European Union currently has a pilot regulation, Regulation 2022/858, on a pilot scheme for distributed ledger technology-based market infrastructures. DLT-based market infrastructure is a generic term that encompasses all three types of activities introduced by the regulation:
1) a multilateral trading platform or, according to the Polish terminology, an alternative trading system, based on DLT; which associates many declarations of readiness to buy and sell financial instruments by third parties
2) a settlement system based on DLT – links between at least three institutions, excluding an indirect participant, within which common rules for clearing or executing their settlement orders apply to these participants,
3) a trading and settlement system based on DLT – a system combining the functionalities of the two above systems.
Currently, the system only accepts stocks whose market capitalization or uncertain market capitalization is less than five hundred million euros.
However, no institution in Poland has joined this system. Furthermore, no applications for authorization to operate the aforementioned infrastructure have been submitted to the Polish Financial Supervision Authority (KNF), the national financial market regulator. Therefore, trading in tokens on the regulated market, i.e., the Warsaw Stock Exchange, is impossible, both legally and factually, because the WSE lacks the appropriate IT infrastructure.
The situation is different in the case of unlisted companies, i.e., joint-stock companies that are not public, and a relatively new type of capital company, the simple joint-stock company. The Commercial Companies Code explicitly mandates an electronic form of the shareholder register. In the case of a private joint-stock company, the existing share register should be replaced. The law explicitly mentions the use of distributed database technology, such as blockchain, as possible solutions. Storing share tokens as entries in a shareholder register maintained using blockchain technology is permitted. This is another step in line with the global trend of digitization. The legislator intended this to facilitate the dematerialization of shares outside the scope of stock exchange regulations, i.e., the securities depository. The register is not maintained by the company itself. According to the law, it must be prepared and updated by: a notary or an entity authorized to maintain a securities account under Article 4 of the Act on Trading in Financial Instruments, i.e.: a brokerage house; a bank conducting brokerage activities; a custodian bank; a state-owned bank conducting brokerage activities; A foreign investment firm or other foreign legal entity with an active branch in the Republic of Poland; the National Depository for Securities; and the National Bank of Poland. This specific and comprehensive list is dictated by the fact that these entities are subject to the supervision of relevant administrative or administrative bodies, which provides a certain guarantee of their reliability regarding the security and integrity of the data contained in the register. This is based on an agreement that the company is obliged to conclude with such an entity. However, this register, in itself, does not enable trading in such tokenized shares, as access is limited only to shareholders and the managing entity, such as a notary or brokerage house. A separate platform is required for this. Tokens representing shares and granting the holder (incorporating) equity rights meet the definition of a security under Directive 2014/65/MIFID II and the Polish act implementing it. For this reason, the provisions of Regulation 2023/1114 MICA on crypto-asset markets do not apply to them. Instead, they are subject to the provisions of the Act on Trading in Financial Instruments and European regulations governing the capital market, which imposes, for example, the obligation to submit a prospectus, unless exemptions provided for in this act apply. It is worth noting that the European Securities and Markets Authority has confirmed in its current guidelines that issuance technology, such as blockchain, does not change the legal classification. However, it is also important to remember that the severely limited oversight by the Polish Financial Supervision Authority and the lack of extensive regulations regarding asset trading in private companies pose significant risks associated with trading in tokens and other crypto-assets. The lack of a company listing on the stock exchange makes it difficult to obtain reliable information about the company’s condition and, therefore, make informed investment decisions.
Tokenized shares and taxes
Tokens that represent shares are treated as financial instruments under tax law, so they are subject to the same taxation as classic instruments such as shares.
Under personal income tax (PIT), income is generated upon the sale of a financial instrument, in this case a token representing a share, or upon the exercise of a right under a derivative instrument, such as an equity token exposing the holder solely to the share price. The tax base is the difference between the cost of obtaining the income and the final income. The cost of obtaining the income will be the price paid for the token, while the income will be the price obtained from its sale. Pursuant to Article 30b of the Personal Income Tax Act, the tax rate on such income is 19%.
Corporate income tax (CIT) applies to capital gains and income from other sources. However, the issuance of tokens and their purchase by investors should be treated as a contribution to share capital if the company issues both shares and tokens. Such an inflow of funds is exempt from CIT under Article 12, Section 4, Item 4 of the CIT Act. If the token issuer is the entity that purchased the shares and issued the associated tokens, the income will be treated as capital gains under Article 7b, Section 1, Item 3, Letter a. Income, calculated similarly to personal income tax, will be taxed at a 19% rate for all taxpayers, as the preferential 9% rate for small taxpayers and entities during the first year of operation does not apply to capital gains.
Financial instruments, and therefore tokenized shares, are not goods within the meaning of the Value Added Tax (VAT) Act. Only services related to financial instruments could be subject to taxation. However, the law generally excludes the financial market, including the insurance market, from VAT. Article 43, paragraph 1, item 41 states: “Services related to financial instruments, referred to in the Act of 29 July 2005 on Trading in Financial Instruments (Journal of Laws of 2024, items 722 and 1863, and of 2025, item 146), are exempt from tax, excluding the storage and management of these instruments, as well as intermediation services in this regard.” In the case of tokens linked to shares, a tax liability could only arise in relation to the storage of actual shares by the token issuer.