Legal mappings across jurisdictions
Which statutes and governing documents anchor the onchain register for Delaware corporations and LLCs, Cayman and BVI entities, English companies and funds.
The contracts encode no jurisdiction. CyberCorp stores the entity type and jurisdiction as configuration, and the same contracts serve a Delaware C-corp, a Delaware LLC, a Cayman SPC, a BVI fund and an English company. What changes from one regime to the next is the law that lets the entity designate the onchain register and the document that does it.
Under any regime, the onchain register is the entity's legal record only when two things hold. The governing law must let the entity's governing documents designate an external record-keeping system as authoritative, and the documents must in fact do so, identifying the cyberCORP contracts by address or by registry reference. Most developed corporate, LLC, partnership and fund regimes allow the designation. Writing it is a drafting task, and for Delaware corporations formed through the cyberCORPs app, MetaLeX's form bylaws do it.
Delaware corporations
Delaware is the worked example. Each protocol object relies on a DGCL provision:
Onchain register
§224: records, the stock ledger included, may be kept on electronic networks or databases, distributed ones among them
Classes and series, authorized share counts
§151
Ledger Entry Tokens (LETs) for uncertificated shares
§158 permits uncertificated shares. The holder notice §§151(f), 156, 202(a) and 218(a) require can be carried in LET metadata where the bylaws allow it, as MetaLeX-form bylaws do
Restriction legends
§202
Scrip
§155
Stockholder list
§219, drawn from the stock ledger
MetaLeX-form bylaws make the onchain system the stock ledger for the shares the board designates as Tokenized Shares and keep any other shares on an offchain stock ledger. The two parts together are the corporation's stock ledger. Constitutive vs. pointer tokenization describes that structure.
Other entities and jurisdictions
Delaware LLC
Operating agreement
Whatever the operating agreement requires for each membership-interest entry. Delaware LLC law gives operating agreements broad latitude over how interests are recorded, so no §224 analogue is needed.
Cayman LLC or SPC
Constitutional documents (memorandum and articles, LLC agreement)
The register the constitutional documents define. Cayman LLC and SPC statutes accommodate the designation by contract.
BVI company or fund
Articles of association, or the fund's constitutional documents
The share-register requirements of the BVI Business Companies Act 2004, or the fund's constitutional equivalents.
English company
Articles of association
The register-of-members requirements of Companies Act 2006 §113. CREST's regime for uncertificated shares is separate. For the purposes of the constitutional documents, the cyberCORP register is the register.
Fund (LP, LLC or other fund interests)
Partnership agreement or fund LPA
The interest entries the agreement requires.
LLC membership interests use the same ShareExtension as stock, configured for the LLC's class structure. A Cayman SPC uses MetaDAOFactory, or a custom factory, to model its segregated portfolios as sub-entities that share a parent cyberCORP. A fund can model capital commitments, calls and distributions with the existing contracts: a LET for each LP unit, scrip for a tradable fund interest, and the DealManager for capital calls.
See also
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