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Dematerialised meaning

What does Dematerialised mean?
In practice, dematerialised refers to shares or other securities held and transferred by electronic book‑entry in a central securities depository (CSD), rather than evidenced by a paper certificate. Examples include securities settled through crest (Euroclear UK & International) in the UK, and through Euroclear Bank for Irish equities. The term is descriptive. UK legislation primarily uses uncertificated (notably the Uncertificated Securities Regulations 2001) and related concepts such as participating securities. Irish usage is broadly consistent, with uncertificated holdings operated through the relevant CSD under the Companies Act 2014 and the EU Central Securities Depositories Regulation. Key features and significance: - Legal title is recorded on the issuer’s register, which is updated via the CSD; no paper share certificate is issued. - Transfers, pledges and corporate actions (for example, dividends and voting) are processed electronically, enabling faster settlement and reduced operational risk. - Only securities admitted to the relevant CSD can be held in dematerialised (uncertificated) form. Across England & Wales, Scotland, Northern Ireland and Ireland the concept is substantially the same, though the applicable system and legislation differ. In the UK, on‑market transfers of dematerialised securities through CREST generally attract stamp duty reserve tax rather than stamp duty. Also known as uncertificated or in dematerialised form.
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View the related News about Dematerialised

NEWS
Private Client weekly: probate: donatio mortis causa of dematerialised assets; Court of Protection CANH withdrawal; HMRC and tribunal rulings; death certification reforms; HMRC updates; remittance basis; property policy under Labour

In this issue: Probate Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&A Useful information Probate Donatio Mortis Causa in the digital age—valid death bed gifts of dematerialised assets including online bank accounts, share accounts and registered land (Rahman v Hassan) The court determined that the Deceased made effective donationes mortis causa (gifts made in contemplation of death) of registered freehold and leasehold property, online bank accounts and shares. Shortly before the death he anticipated, he passed to the claimant copies of a land certificate and land registration documents, bank cards, login credentials and pin readers with passwords, stating that everything belonged to him. Written by Oliver Hilton,...

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NEWS
Banking & finance highlights: 19 March 2026 – Companies House security issue, NSIA changes, TCC negligence ruling, EU sustainability and prospectus reforms, Eurobond dematerialisation, derivatives, prudential and sanctions updates

In this issue: Lending Security Real estate finance Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Regulation for banking lawyers Sanctions Daily and weekly news alerts New and updated content Useful information Lending Cabinet Office publishes its reply to the consultation on the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021, SI 2021/1264. The paper collates stakeholder feedback from the consultation and details the government’s planned amendments to each schedule of the Notifiable Acquisition Regulations. It also focuses on suggested changes to the National Security and Investment Act 2021 (NSIA 2021). See LNB News 12/03/2026 56; source: Consultation on the NSI Act Notifiable Acquisition Regulations... Security Companies House reports resolution of a WebFiling security incident identified on 13 March 2026, which may have enabled signed-in users to view and alter parts of other companies’ information without permission. The service was taken offline...

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View the related Practice Notes about Dematerialised

PRACTICE NOTES
EU CSDR: scope, settlement periods (T+1), settlement discipline, authorisation/passporting, third-country CSDs, access, prudential rules, banking-type services, DLT and 2023 Refit updates

This Practice Note outlines details of the Central Securities Depositories Regulation (EU) 909/2014 (EU CSDR). Development of the EU CSDR Central securities depositories (CSDs) safekeep securities in dematerialised form and deliver clearing and settlement services to market participants. They underpin infrastructure and are integral to smooth market functioning. Recognising their systemic role in securities markets, and in the wake of the financial crisis, the Commission tabled a draft Regulation in March 2012 to strengthen securities settlement and establish rules for CSDs. The proposal aimed to enhance settlement efficiency and bring CSDs under a clear regulatory framework throughout the Union. Building on that initiative, EU CSDR appeared in the Official Journal of the EU on 28 August 2014 and took effect on 17 September 2014. EU CSDR seeks to make sure that securities transactions are cleared and settled securely and within appropriate timeframes. It promotes consistency, reliability and punctuality in the processing of trades. The Commission observed that settlement failures are more common in cross-border...

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PRACTICE NOTES
Dematerialisation of securities: UK stamp duty exemption, conditions, CREST process and SDRT interaction

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT are set, in 2027, to be replaced by a single, self-assessed levy on securities, the securities transfer charge (STC), which will be paid and reported via a new online portal service. The core design of the STC will broadly mirror the proposals for that regime set out in the consultation carried out in 2023. Finance Bill 2026 (FB 2026) creates a power, commencing on Royal Assent, to permit secondary legislation so that taxpayers can pilot the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically through a digital system. For more detailed information on the modernisation of stamp taxes on securities, see News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes, Tax update spring 2025—Stamp taxes on shares modernisation, Tax update spring 2025—Tax analysis—Stamp and transfer taxes, TAMD 2023—Stamp taxes on shares modernisation, TAMD 2023—consultation—stamp taxes on shares and Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer...

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PRACTICE NOTES
CREST and Uncertificated Securities in the UK: Legal Framework, Benefits, Admission, Holding and Transfer, SDRT, Depositary Interests and Digitisation

This Practice Note sets out an introduction to, and overview of, CREST, covering: what CREST is and the idea of uncertificated securities the legal framework the advantages of CREST and what companies must do to allow their securities to be held in CREST how uncertificated securities are held and transferred within CREST, and a brief introduction to the concept of depository interests It does not address how various shareholder and corporate actions are undertaken in CREST, nor practical guidance on the CREST processes around shareholder voting on resolutions, alterations of share capital, dividends, open offers, rights issues and takeovers. What is CREST? CREST is a central securities depository, run by Euroclear UK & International Limited (Euroclear), for the holding and transfer of dematerialised securities. It supplies core infrastructure for the electronic holding, transfer and related servicing of (or dematerialised settlement for) equities, debt securities and other financial instruments admitted to the system (participating securities). In broad...

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