The Open Cap Table Protocol (OCP)
A blockchain-based standard for programmable, compliant, and composable equity management, supporting the Open Cap Table Format (OCF).
The Open Cap Table Protocol (OCP) introduces a blockchain-based framework for recording and managing equity ownership in a programmable, interoperable, and composable manner. As equity ownership remains fragmented across isolated files and databases, requiring slow, costly, and manual processes to update and reconcile records, the Open Cap Table Protocol (OCP) aims to address this issue.
The Open Cap Table Protocol (OCP) is an event-driven, onchain cap table system that enables real-time ownership tracking, automated compliance, and seamless integration with financial applications.
Built as the onchain protocol of the Open Captable Format (OCF) standard, OCP ensures legal and industry compatibility while allowing equity to function as a composable financial primitive. Through modular smart contracts and a hybrid onchain/offchain architecture, OCP scales across equity securities such as stocks, convertibles, warrants, and equity compensation while preserving privacy via Role-Based Access Control (RBAC).
OCP modernizes ownership structures and creates the technical foundation for digital and disintermediated equity markets by replacing intermediaries with code and enabling previously impossible applications (DeFi), from collateralizing private equity for loans to enforcing vesting schedules or settling transactions across different blockchains.
Authors & Contributors
Thibauld Favre (Fairmint), Joris Delanoue (Fairmint), Victor Mimo (Fairmint), Adam Momen (Fairmint), Alex Fong (Plural)
The evolution of securities settlement is a story of both ingenuity and compromise. In the early days, when stock ownership was represented by physical certificates, the industry was mired in labor-intensive processes. The “paperwork crisis” of the 1960s—when the New York Stock Exchange even had to close on Wednesdays during a substantial amount of 1968 to reconcile certificate volumes—underscored the urgent need for reform [1]. Research like the Rockwell Study of 1969 proposed visionary solutions, including a “national clearing system together with a decentralized network of individual transfer agent depositories,” where each transfer agent would maintain the certificates for its issuers [2]. However, due largely to technological limitations of the era—when mainframes and databases were just emerging—the industry ultimately adopted a centralized model. Certificates were immobilized within a single entity, the National Clearing Corporation [1] (the precursor to today’s Depository Trust & Clearing Corporation [3]), which was interconnected with banks and regional clearinghouses and was responsible for maintaining a comprehensive ledger of all ownership records.
While this centralized framework has proven good enough for public markets, it also spawned a complex infrastructure of intermediaries that is effectively reserved for the world’s most successful companies. Only those with significant resources can access streamlined, regulated channels for equity movement in this system. In contrast, many companies today remain private for longer periods but lack an efficient infrastructure for transferring equity. As a result, ownership records are scattered across disparate systems—from spreadsheets to isolated private databases—and moving equity involves labor-intensive, slow, and costly legal processes that limit investors’ ability to interact with and leverage their holdings fully.
The timing for modernization has never been more opportune. In February 2025, as part of a comprehensive new regulatory framework, SEC Commissioner Pierce outlined the SEC's Crypto Task Force agenda, which includes plans to work on "the intersection of crypto and clearing agency and transfer agent rules." The Commission has specifically indicated their commitment to engage with "market participants interested in tokenizing securities or otherwise using blockchain technology to modernize traditional financial markets" [4]. This regulatory evolution signals growing recognition of the need to modernize traditional financial infrastructure.
56 years ago, a vision of a distributed network of transfer agents was hypothesized. Today, the Open Cap Table Protocol (OCP) stands as an onchain, permissioned record of cap tables that is immutable, transparent, and natively programmable. By establishing a distributed network of transfer agents and issuers—each maintaining its own records while seamlessly interoperating with others—we can eliminate the friction imposed by legacy intermediaries. This network functions as a decentralized DTCC, offering a single, scalable source of truth that empowers investors to interact with their holdings in real time.
OCP unlocks a new design space for equity securities by delivering unparalleled transparency, programmability, and composability. Investors gain direct, real-time access to a single, immutable source of truth—allowing them to verify ownership, trace historical events, and confidently audit every transaction. At the same time, equity becomes programmable: compliance rules, such as transfer restrictions, vesting schedules, and shareholder voting requirements, can be enforced automatically, and transfers can be executed seamlessly when predetermined conditions are met. Moreover, OCP enables the integration of equity data into broader financial ecosystems. For example, investors can leverage their holdings as collateral to access debt financing, unlock equity-linked financing opportunities, and incorporate their equity into complex financial contracts through smart contract interactions. In short, OCP transforms cap tables into smart contracts, turning static securities into dynamic and actionable financial instruments, paving the way for financing models that were previously too complex and expensive to execute.
