> For the complete documentation index, see [llms.txt](https://docs.metalex.tech/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.metalex.tech/how-cybercorps-works/constitutive-vs-pointer.md). # Constitutive vs. pointer tokenization Why a cyberCORP's onchain records can be its legal securities ledger, and what the company's governing documents must say for that to be true. Most tokenized securities are pointer tokens. The record that legally controls who owns what sits with a transfer agent, on Carta or in a law firm's files, and the token refers to it. Moving a pointer token asks whoever keeps that record to update it, and the issuer or its agents may decline. Take the chain away and the legal position does not change. cyberCORPs is built for constitutive tokenization, in which the onchain records are the securities ledger and changing onchain state is the legal change itself. For the securities this covers, the chain and the legal record cannot drift apart, because there is no offchain copy of the register to reconcile and no transfer agent to instruct. ## The governing documents decide which record is the ledger Whether the chain is a company's securities ledger is settled by its governing documents: the certificate of incorporation and bylaws, an operating agreement, articles of association, a partnership agreement, or a fund's constitutional documents. They can designate the protocol's contracts as the official register for some or all of the company's securities. Tokenized units and onchain data do not settle the question on their own. Without a designation, Ledger Entry Tokens (LETs) record the same facts, but the legal record is wherever the documents put it. A company brought onchain from Carta, Pulley or a spreadsheet usually keeps its securities ledger where it was, and the app's [cap table](/using-the-apps/company/captable.md) tracks it. The MetaLeX-form bylaws of Delaware corporations formed through the cyberCORPs app show what a designation looks like. Shares are uncertificated unless the board decides otherwise. The board designates which classes or series are Tokenized Shares, and the smart contracts that record them, with their state and event logs, become the stock ledger for those shares. Any other shares stay on an offchain stock ledger, and the two parts together form the corporation's stock ledger under DGCL §§219 and 224. Record ownership of a Tokenized Share changes only through an operation of the onchain system: editing a LET's metadata, minting or voiding a LET, or minting or burning scrip tied to a LET. Moving a token from one address to another changes nothing by itself. ## Corporate law permits the designation Delaware has the most fully worked-out basis. DGCL §224 lets a corporation keep its records, the stock ledger included, on electronic networks or databases, distributed ones among them, provided the records can be converted into clearly legible paper form and carry the information other sections require. §158 permits uncertificated shares, §202 governs how transfer restrictions are noted, §155 authorizes scrip, and §219 draws the stockholder list from the stock ledger. The [legal mappings](/how-cybercorps-works/legal-mappings.md) page sets out each provision against the protocol object that uses it. Delaware LLC law, Cayman corporate and SPC regimes, BVI corporate law, English company law and partnership and fund statutes reach the same result through comparable provisions or through the entity's own contracts. The protocol assumes no particular statute. It needs only a governing law that lets the entity's documents designate the onchain register as authoritative, and the `CyberCorp` contract records the entity type and jurisdiction as configuration. ## A LET is the holder's entry in the official record Where the designation exists, a LET is the holder's interest as the company's official records show it, and the register for those securities can be read straight from the chain. An auditor, a regulator or a court can ask the chain who the holders of record are and get the legal answer. Scrip, the fungible form, relates to that register differently, and [Ledger Entry Tokens and scrip](/how-cybercorps-works/lets-and-scrip.md) explains how. ## Further reading * MetaLeX, ["What Is Slop Tokenization and Why Is It Bad?"](https://metalex.substack.com/) * MetaLeX, ["5 Ways of Tokenizing Securities (& One Which Is Best)"](https://x.com/lex_node/status/2030322576208068616) * SEC staff, [statement on tokenized securities](https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826) (January 2026) --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com. ## Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation by asking a question. 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