Conflict of interest register: what the decision maker looks at

A conflict of interest register lets the decision maker see, in one place, who has a personal or business stake in a token issuance decision. The reviewer checks three things: is the interest disclosed, is it current, and does it change who should sign off. Nothing else on this page decides the case for you.

Token issuance and trading brings several document controls together, and the register sits next to checks such as custody arrangement review and counterparty screening. For a wider view of how these controls sit inside a single file, see Document reports overview.

What the register captures

The register is a working document, not a filing. It records who is involved, what their interest is, when it was disclosed, and what was done about it. A decision maker reads it in that order, because the order tells them how much room they still have to act.

Field	What the decision maker checks
Party named	Is the person or entity connected to the transaction, and how
Nature of interest	Financial stake, family tie, employment, or a prior advisory role
Disclosure date	Was it disclosed before or after the decision point
Mitigation proposed	Recusal, added sign-off, or an independent second review
Status	Open, mitigated, or closed

The disclosure date matters more than any other field on this list. A conflict disclosed before the vote can usually be managed with recusal or an added reviewer, without touching the timeline much. A conflict disclosed after the point of no return — once the board has approved the issuance or the contract is signed — cannot be cured by adding a note to the file after the fact.

Practical consequence

When a conflict surfaces after the point of no return, the decision maker has two options, and neither is free of cost. The approval can be reopened and re-voted with the interested party recused, which resets the clock on the whole issuance and pushes back any dependent steps, including custody arrangements. Or the board can ratify the earlier decision with the conflict now on record, accepting the residual risk that the ratification itself gets challenged later.

Either way, the register becomes the evidence trail. A thin register — missing dates, missing names, no stated mitigation — makes both options harder to defend if anyone asks later why the issuance went ahead. A well-kept register does not remove the conflict, but it shows the decision maker treated it as a live issue rather than an afterthought.

What to do

The compliance officer collects a written declaration from everyone involved in the decision, before the vote is called.
The legal team cross-checks each declaration against the corporate register and the cap table.
The decision maker classifies every entry as low, moderate, or high impact, using the fields above.
High-impact entries go to an independent reviewer — someone with no stake in the outcome — for a second opinion.
The corporate secretary logs the final decision and mitigation in the register before the vote closes, not after.
The compliance officer schedules a follow-up check ahead of the next issuance round, since interests change between rounds.

Who decides

The decision maker is usually whoever chairs the approval: a management board member, or a compliance officer where the issuer has delegated this task internally. The register itself does not decide anything — it is the input the chair uses to decide whether a vote can proceed as planned, or whether it needs to wait.

For a conflict that touches a matter the issuer must later report externally, the competent authority becomes part of the picture only at the point of filing, not before. Internal review is the forum that resolves the conflict; the filing is a separate, later step, and the two should not be treated as one process.

In practice, a straightforward disclosure with one interested party closes within a few working days once declarations are complete. A file with several interested parties, or a disclosure that surfaces late, takes longer and usually needs a second board sitting before it closes.

If your situation differs

If the interested party is also the person who would sign off on the issuance, recusal happens before the vote, not after. The chair reassigns the sign-off to someone unconnected to the interest, and the register records who took over and why.

If the conflict is disclosed only after signing, the decision maker treats it as a post-closing disclosure. It goes to the board for ratification, with the timing of the disclosure recorded in the register alongside the conflict itself, so the sequence of events stays clear.

If no one raises a conflict but the register shows an overlap with a party already checked on a separate control — for instance, a custody counterparty — the reviewer cross-checks the two files before closing either one. Closing them separately, without the cross-check, is the most common way a conflict gets missed.

Limits of this page

This page covers the internal register and the decision it feeds. It does not replace a separate check on a distributor before that distributor is onboarded — screen that counterparty on its own terms, see Counterparty report before onboarding a distributor.

It also does not cover how procedural steps or their limits change once a Lithuanian entity sits inside the structure. That route, and where this material stops being reliable for a Lithuanian file, is set out separately in Jurisdiction in Lithuania.

Verified

This overview reflects our internal review procedure as maintained for token issuance files, last checked in October 2025. It draws on how the register is actually used inside a decision, not on a single external filing requirement, and it is updated whenever the internal process itself changes. Documents exchanged during a review are handled under our own data settings — see Cookies and what is switched off by default.

FAQ

How long does a conflict of interest review take in practice?
A single disclosure with one interested party is usually closed within a few working days once declarations are in and cross-checked. Several interested parties, or a disclosure that arrives late in the process, push the timeline out and often require a second board sitting before the entry can be marked closed.

Which documents are needed to start?
A written declaration from each person involved, the current cap table, and any prior engagement letters or advisory agreements that touch the same parties. Without these three, the register cannot be completed, and the decision maker has nothing reliable to weigh the interest against.

What happens if the other side does not respond?
The compliance officer sends one follow-up reminder with a stated deadline. If there is still no response, the decision maker proceeds on the information available and records the non-response in the register, rather than leaving the entry open indefinitely while the issuance itself waits.