Conflict of interest register: documents to prepare
Preparing a conflict of interest register for a token issuance means assembling five items before the first entry is logged: a disclosure policy, an individual disclosure form for each relevant person, the register template itself, an escalation note for unresolved conflicts, and a review log confirming who checked what and when. Without all five, the register cannot be treated as complete.
Why the sequence matters
A token issuance usually involves several roles that can overlap: founders holding tokens, advisers paid in tokens, custodians related to the issuer, and market makers connected to insiders. Each overlap is a potential conflict. If the register is assembled after the fact, rather than before disclosures are collected, gaps appear precisely where a regulator or an auditor later asks the most detailed questions. The practical consequence is not a fine written into a statute — it is delay. A review committee that finds an incomplete register will pause its own sign-off rather than approve on trust, and that pause sits on the critical path to listing.
The risk runs the other way too. An officer who signs an issuance memorandum without having disclosed a personal token allocation exposes themselves personally, independent of any formal penalty, because the omission becomes the first fact any dispute will start from.
What to do
- The compliance officer drafts a disclosure policy that names the categories of interest to be captured: token holdings, service contracts, directorships, and family connections to service providers.
- Each director, officer and key function holder completes an individual disclosure form, dated and signed, before the issuance memorandum is finalised.
- The compliance officer transfers disclosed items into the register, using one line per interest, not one line per person.
- Any conflict that cannot be resolved by disclosure alone is logged separately and escalated with a short note explaining why disclosure is insufficient.
- A designated reviewer signs off each register entry and records the date of review in the log.
- The compliance officer re-checks the register immediately before the issuance goes live, not only at the drafting stage.
Documents and typical timing
| Stage | Document produced | Typical timing in practice |
|---|---|---|
| Policy drafting | Disclosure policy | Same working day to a few days, once ownership structure is known |
| Individual disclosure | Signed disclosure form per person | A few working days, depending on how many people are involved |
| Register assembly | Register with one line per interest | Half a day once all forms are in |
| Escalation, if needed | Escalation note | Depends on how quickly the unresolved conflict can be reframed or removed |
| Sign-off | Review log entry | Same day as the final check before issuance |
Who decides
The entity's own management body is the first forum: it reviews the register and confirms that disclosed interests do not block the issuance. Where an interest cannot be resolved through disclosure, the matter is escalated to whichever body sits above the manager involved — an independent committee, a supervisory function, or, in a smaller structure, the whole board acting together. Whoever escalates should record the escalation date, because the log itself becomes the evidence that the process was followed, not just that it existed.
Decision forks
If the issuer operates through entities in more than one country, the register should still be a single document, with a column noting which entity each interest relates to. Splitting the register by jurisdiction tends to hide overlaps rather than reveal them.
If a director refuses to complete a disclosure form, the issuance should not proceed with that director's sign-off until the refusal itself is logged and escalated. A missing disclosure is a conflict in its own right.
If the conflicted interest is minor and fully disclosed, most review committees accept a documented waiver rather than requiring the person to step back from the transaction entirely. The waiver, not the interest, is what needs to be in writing.
Limits
This page covers assembling the register and getting it reviewed. It does not cover what to do once a token holder disputes the outcome, and it does not describe how personal data collected on disclosure forms should be stored or for how long. Individuals named in the register retain rights over how their personal data is used once it sits in a company file. If you are named in a report: your rights sets out what those rights look like in practice.
Verified
Checked: current cycle. The steps above reflect operational practice for conflict of interest registers connected to token issuance, not a single statutory checklist, because the underlying obligation sits at national level and varies by entity type. Where the underlying facts behind a disclosed interest need independent confirmation rather than a self-reported form, a counterparty check answers a narrower question than a register review. Counterparty in Netherlands shows what can be established about a Dutch counterparty from public sources.
Where the disclosure form itself is the document in question — its authenticity, its completeness, whether it was actually signed on the date shown — a document check sits closer to what is needed than a legal opinion. Document in Germany describes that scope for a German document.
Where the open question is which entity in a group structure actually holds the conflicting interest, a jurisdiction-level check narrows that down before the register is finalised. Jurisdiction in Spain covers that scope for Spain.
Related publications
Custody arrangements raise a related but separate documentation question. Custody arrangement review step by step covers what to prepare before a custody agreement is signed.
FAQ
How long does preparing a conflict of interest register take in practice?
Assembly itself is quick once disclosure forms are in hand, usually a day or two for a small structure. The variable is how long people take to complete individual disclosures, which can stretch the whole exercise to a week or more if directors are unresponsive.
Which documents are needed to start?
A disclosure policy and a blank disclosure form are enough to start. The register template and the escalation note can be built once the first disclosures come back and the shape of the interests becomes clear.
What happens if a disclosing party does not respond?
The non-response is logged as an open item, not skipped. The issuance should not proceed on that person's sign-off until either the disclosure is completed or the refusal is formally escalated and a decision is recorded.
Next step
If holders are already pressing for redemption and the register question has become urgent rather than preparatory, start from the situation itself. Holders demand redemption token issuance sets out what to do first.