Dematerialisation checklist: Getting ready for the digitisation of UK shares

The DEMAT Implementation Plan has been published, with Step 1 due to be implemented over the course of 2027. Before this begins, there are a number of things issuers need to consider so that they are ready for Step 1.  

Governance and ownership:  

• Appoint an internal dematerialisation lead or working group 
• Ensure that the board and entire governance team are briefed on the latest Digitisation Taskforce and DEMAT recommendations  
• Put dematerialisation on the governance, legal and investor relations agenda as a strategic market change rather than a registry project  
• Monitor developments from DEMAT, HM Treasury, the Department for Business, Innovation, Science and Trade and forthcoming technical working groups 

Shareholder data: 

• Assess the quality of shareholder records 
• Identify shareholders with missing email addresses 
• Identify shareholders with incomplete contact information  
• Consider a programme of shareholder data validation and cleansing  
• Assess how effectively you can currently communicate with shareholders through digital channels  

Communications planning: 

• Work with your client managerment team at your registrar on the communications strategy  
• Prepare future messaging explaining what dematerialisation means for shareholders  
•  Prepare to communicate to your shareholders throughout 2027 

Constitutional documents: 

• Review articles of association and constitutional documents  
• Identify references to paper certificates and paper-based ownership  
• No immediate amendments are required, but outdated references should be identified and monitored for future updates 
• Monitor guidance and model drafting from form those industry bodies tasked with updating the model articles (e.g., GC100, CGI, QCA) 

The implementation plan suggests that the government will be starting a communications plan with shareholders before the end of the year. You should expect that shareholders may start asking questions and scrutinising processes alongside this. To ensure you’re ready, we’ve outlined what you need to consider before 2027. 

Issuer actions: 

• Finalise shareholder data cleansing programmes 
• Finalise communication plans and key messages  
• Coordinate with your registrar on shareholder outreach approaches  
• Ensure internal stakeholders understand the expected transition timeline  
• Start budgeting for implementation activity during 2027  
• Review digital engagement capabilities, including online shareholder services and electronic communications  

Legal and compliance: 

• Assess whether any internal policies will require updating  
• Track developments related to: 
• Digital registers  
• Electronic stock transfers  
• Electronic signatures  
• Shareholder communications  
• Potential future payment reforms  

The current roadmap anticipates digital registers and the removal of paper share certificates as evidence of ownership by the end of 2027. While some of this is still TBA, there are certain things issuers will need to complete next year. 

Issuer actions: 

• Confirm readiness with your registrar 
• Ensure shareholder records are accurate and complete 
• Support shareholder education activities where appropriate  
• Review transfer and ownership processes under the new regime  
• Verify board and governance procedures align with digital register requirements  

Shareholder experience: 

• Ensure shareholders understand how ownership will be evidenced going forward 
• Ensure support processes exist for shareholders requiring assistance  
• Continuing encouraging digital engagement and self-service adoption 

Governance: 

• Review whether constitutional documents should now be updated to remove outdated certificate references 
• Confirm governance policies reflect the new environment  

The Digitisation Taskforce and DEMAT have been clear that Step 1 is only the first stage. Longer-term reforms are expected to focus on improving rights within intermediated ownership structures and ultimately facilitating a transition towards a fully intermediated market.  

Strategic planning: 

• Monitor publication of the Step 2 and Step 3 implementation roadmap 
• Assess potential impacts of future ownership models 
• Review and assess the proposed future-state ownership models outlined by the Digitisation Taskforce to understand potential implications for your shareholders, governance framework and operating model 
• Engage with industry working groups, consultations and taskforce-led discussions to help shape future reforms and ensure issuer perspectives are represented 
• Consider how shareholder rights, voting, information access and engagement processes may evolve 
• Build flexibility into governance and operating models 
• Ensure ownership structures can accommodate future market reform 

Technology and digitisation: 

• Continue investing in digital shareholder engagement channels 
• Evaluate future digital ownership and registry solutions 
• Consider how wider market reforms may affect shareholder administration and governance 

For more information on the timeline, please see our Dematerialisation Roadmap.

Dematerialisation is increasingly being viewed as one component of a broader UK market modernisation that includes other policies such as T+1 settlement and the development of tokenised market infrastructure.  

Issuers should: 

• Stay informed on tokenisation developments and the UK’s wholesale market digitisation agenda  
• Build flexibility into governance, ownership and shareholder engagement frameworks 
• Prioritise strong shareholder data quality as a strategic asset 
• Increase digital engagement capability across the shareholder base 
• Work closely with advisers and registrars to understand emerging ownership models  
• Ensure governance structures can adapt to future market infrastructure changes 

Dematerialisation is a significant milestone in the wider modernisation of UK capital markets, and issuers that prepare early will be best positioned to navigate the changes ahead. For the latest updates, timelines and practical guidance, visit our Dematerialisation Hub. 

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