2025-06-23, by Yara Selivonchyk
Imagine you are the founder of a fast-growing startup. For the first few years, you have handpicked every investor, carefully crafting a shareholder base that aligns with your mission. But now, your company is growing fast. You are starting to get attention from external investors. Maybe even eyeing the public markets.
And here comes the dilemma: how to offer your shares to a diverse range of investors without losing control over your cap table? Sometimes, companies resort to pooling small investors in special-purpose vehicles (SPVs). But this adds a layer of bureaucracy, management fees, and emotionally distaches the investors from the company. In contrast, Aktionariat offers a suite of tools to make your shareholder registry scalable.
These tools include an automated drag-along mechanism on-chain, a scalable token recovery mechanism, shareholder profile synchronization to keep the administrative effort of address updates and name changes low, and the most efficient and flexible allowlist of all tokenization standards! The latter is what this post is about.
Aktionariat’s Allowlist is a power tool that lets you incrementally move between different modes of operation - from strictly controlled share transfers to free transferability - gradually, flexibly, and reversibly.
What Is the Allowlist?
The allowlist is a smart-contract-based system that lets you control who can send and receive tokenized shares - with extreme precision. By default, Aktionariat tokenized shares are freely transferrable. But with the allowlist, you can create walled gardens of addresses, freeze certain holders, and even auto-approve new addresses in trusted contexts. You define the rules - and can incrementally adjust them to suit your needs.
The Walled Garden: A Practical Example
Let’s walk through a scenario to understand how the allowlist works:
You are running a startup. You have tokenized your shares using Aktionariat to be able to smoothly sell them to new investors. But you also have a strict shareholder agreement in place that does not permit the transfer of shares to unvetted third parties and you want to technically enforce that agreement.
To do so, you flag all existing shareholders as “allowed”, thereby creating a “walled garden” of addresses that can freely exchange shares among themselves, but cannot send them outside the wall. To add a new shareholder, add their address to the allowlist and to make them part of the walled garden. And if you want to keep the administrative effort minimal when selling shares to new shareholders, you can flag your treasury address as “admin”, thereby automatically putting everyone that receives shares from the treasury address on the allowlist and adding them to the walled garden. This trick also works for the Brokerbot address, eliminating the overhead of allowlisting addresses in the context of a direct sale from the company.
The result? A closed but flexible system where ownership is under your control, but not locked in stone, and both technical fees and administrative overhead are minimal.
Over time, as you grow more confident or start attracting outside investment, you can gradually expand the garden or even free up the tokens from certain addresses, allowing their shares to float freely in decentralized exchanges or other advanced applications.
The Four Address Types
You can flag addresses as one of four types to determine how tokens can be transferred.
Comparison to Other Standards
Many international security token standards are always in “walled garden” mode. They require an explicit whitelisting of every address that wants to receive tokens. That way, most security tokens are fundamentally incompatible with DeFi protocols and other interesting use-cases. Fortunately, Swiss law allows securities to be freely transferable.
Nonetheless, these securities are not bearer instruments. They are registered shares with all shareholders and beneficial owners having the legal duty to register themselves after acquiring the tokens. Registration is the prerequisite to enjoy shareholder rights such as the ability to vote, to receive dividends, or to obtain pro-rata subscription rights when new shares are issued.
With this approach, the Swiss system unites the best of both worlds: it ensures that all long-term holders register themselves with the issuer as that is the only way for them to enjoy their rights. At the same time, it also enables short term arbitrage trading and other applications where a pro-active allowlisting of every address would require prohibitive effort.
Most Gas-Efficient Allowlist in the World
As outlined in a previous post, the allowlist offered by Aktionariat is the most gas-efficient available. There is almost no overhead in comparison to a plain ERC-20 token, as we are using some unused Bits of the balance field to store the type of an address.
A typical transfer of an ERC-20 token or a share token tokenized with us costs about 40’000 gas, whereas tokens following the CMTA reference implementation cost around 150’000 gas and those following the T-REX standard cost about 230’000 gas. In times of high gas fees, this can make a difference in transaction costs of a few dollars per transaction on Ethereum mainnet.
Gradual Free Float: The Growth Company Strategy
Let’s revisit our startup as it enters a new phase. You now want to allow some tokens to become tradable, while keeping others restricted. Here's how it works: you classify the treasury wallet as a default address. Any tokens sent to this address become freely transferrable. This allows you to sell tokens to external investors without impacting existing holders.
If you want more liquidity later, you simply mark more wallets as default. This approach enables a partial free float - an ideal strategy for growth-stage companies. The bonus? You maintain strategic control, avoid regulatory pitfalls, and still offer liquidity to attract top investors or talent.
Flexibility & Reversibility
Unlike traditional cap tables, where changes are hard to undo, the allowlist system offers a more flexible approach. It’s fully reversible—if you want to limit access again, you can simply reassign address types. It’s also granular, allowing you to tailor rules for each individual shareholder. Most importantly, it’s compliant, built to align with Swiss shareholding laws. You’re not just tokenizing shares—you’re upgrading them with programmable, adaptable compliance.
Key Benefits of the Allowlist
- Smooth transition from private to public ownership
- Shareholder-level control and freezing options
- Smart integration for growth-stage flexibility
- Highly gas-efficient (low transaction fees)
- Low administrative overhead thanks to flexible automation
- Fully compliant with all applicable regulations
Up next: your company
You want your company to be attractive to a more diverse spectrum of investors while maintaining control over the cap table?
Open an issuer account or book a demo to see our tools in action.
