Real‑world asset tokenisation

Real‑world asset tokenisation raises a perimeter question. When does a blockchain token become a regulated investment? What issuance and intermediation rules follow?

Assume a common structure. An issuer or SPV holds off‑chain assets and issues transferable tokens. Tokenholders receive cash flows, delivery rights, or redemption rights tied to those assets. A platform may provide issuance tooling, custody, transfer administration, and secondary trading. The controlling question is the tokenholder’s legal right under local law.

A “tokenised RWA” is a transferable token issued under documents that tie the holder to an off‑chain asset or its returns. The token may grant a proprietary interest, a contractual claim, or a derivative‑style exposure. That choice determines the regulatory perimeter in most jurisdictions. It also drives custody, collateral, and insolvency treatment.

European Union

MiCA regulates “crypto‑assets.” MiCA does not apply to crypto‑assets that qualify as financial instruments under MiFID II. Tokens that evidence transferable securities or fund units usually sit inside MiFID II and the Prospectus Regulation. DLT settlement does not move them into MiCA by itself.

If the token is outside MiFID II, MiCA can apply. A public offer or admission to trading typically requires a crypto‑asset white paper, unless an exemption applies. Crypto‑asset service providers may need authorisation. Duties depend on the service. They include custody and administration, exchange, order execution, placement, and advice.

The DLT Pilot Regime provides a separate permission route for certain tokenised financial instruments. It covers defined “DLT financial instruments” and certain DLT market infrastructures. Eligibility depends on instrument type and size thresholds set in the regulation.

United Kingdom

UK tokenisation does not remove the financial services perimeter. If a token is a specified investment, issuing, dealing, arranging, and operating trading may be regulated activities. Marketing can also trigger financial promotion restrictions. The missing fact that often decides the analysis is the token’s legal form: equity, debt, derivative exposure, fund interest, or a pure contractual claim.

UK infrastructure change is occurring through a digital securities sandbox. The Financial Services and Markets Act 2023 authorises financial market infrastructure sandbox arrangements. The Digital Securities Sandbox Regulations 2023 implement the sandbox. They can modify selected legal requirements for approved participants. This matters for settlement, recordkeeping, and custody models that differ from legacy market infrastructure.

The Property (Digital Assets etc) Act 2025 addresses a property‑law threshold issue. It confirms that a thing can be personal property even if it is neither a thing in possession nor a thing in action. That helps when analysing custody and insolvency. It does not, by itself, allocate ownership in an intermediary chain.

United States

US treatment starts with the definition of “security.” Many tokenised RWA offerings are analysed under the investment‑contract concept. In Howey, the Supreme Court described an investment contract as an investment of money in a common enterprise with profits to come from the efforts of others. If tokenholders rely on an issuer, servicer, or platform operator to generate returns, securities risk is high.

If the token is a security, the Securities Act applies to offers and sales. Section 5 restricts unregistered offers and sales of non‑exempt securities using interstate commerce or the mails. Exemptions and resale rules depend on the distribution plan and investor type. Secondary trading can also trigger broker‑dealer and trading‑venue requirements.

AML and sanctions analysis runs in parallel. FinCEN guidance addresses when administrators and exchangers of convertible virtual currency are money transmitters under the Bank Secrecy Act. A platform that receives and transmits value, or that provides hosted wallet transfers, can fall within that perimeter.

Switzerland

Swiss law contains targeted statutory changes for DLT. The DLT Act entered into force in August 2021. It introduced ledger‑based securities and created a “DLT trading facility” category under financial market infrastructure law.

For tokenised RWAs, the key structuring fork is the legal right embodied in the token. A security‑type right supports transferable, pledgeable instruments for institutional use. A pure contractual claim can be simpler. It can also shift risk on insolvency and in custody chains.

United Arab Emirates

The UAE uses a multi‑regulator model. The applicable rules depend on where the activity occurs. Cabinet Resolution No. (111) of 2022 addresses virtual assets and related service providers at the federal level. It links virtual‑asset activity to AML/CFT compliance obligations.

Dubai (outside the DIFC) regulates virtual‑asset activity through VARA rulebooks, including the Virtual Assets and Related Activities Regulations 2023. ADGM’s Financial Services Regulatory Authority publishes guidance on virtual‑asset activities for the ADGM jurisdiction. The Securities and Commodities Authority also issues materials on virtual‑asset platform operation. A core missing fact is whether the activity is onshore, in ADGM, or in Dubai under VARA. That fact can change licensing and supervision.

Hong Kong

Hong Kong treats tokenised securities as securities for perimeter purposes. The Securities and Futures Ordinance defines “securities” broadly. Dealing, advising, and operating a trading venue can be regulated activities. Tokenisation changes the settlement channel, not the perimeter.

Hong Kong also licenses virtual‑asset trading platforms and service providers through AML legislation. The Anti‑Money Laundering and Counter‑Terrorist Financing Ordinance establishes the virtual‑asset service provider licensing regime. The SFC has issued circulars on tokenised securities activities and on tokenisation of SFC‑authorised investment products. These materials focus on custody controls, technology risk, disclosure of tokenisation arrangements, and client communications.

Japan

Japan separates payment‑type crypto‑asset activity from securities‑type activity. The Payment Services Act regulates exchange of crypto‑assets and requires registration for crypto‑asset exchange service providers. A platform that intermediates crypto‑asset exchange or custody can fall in scope even when the economic exposure is an RWA.

Where the token is legally a security or a security‑like interest, Japan’s Financial Instruments and Exchange Act governs issuance and trading. The decisive fact is the tokenholder’s legal right under Japanese private law and the offering documents. That character determines which licence, disclosure, and selling rules apply.

Cross‑border structuring limits

Across jurisdictions, tokenisation usually changes settlement, not legal classification. Many failures start with a mismatch between the legal right sold and the operational design for custody and transfer. Initial scoping should cover: the tokenholder right, the obligor, the offer footprint and investor type, the secondary trading model, and the custody chain. These facts drive the perimeter analysis in every jurisdiction above.

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Our team advises issuers, platforms, and investors on tokenised RWA structuring, regulatory perimeter analysis, licensing strategy, disclosure drafting, custody design, and cross‑border distribution planning. Contact us to scope the perimeter and set an execution plan. Examples include: tokenized RWAs, stablecoins, DeFi, staking and restaking, DAOs, custody, token structuring, MiCA compliance, VASP licensing, securities analysis, AML/KYC, sanctions.

The information provided is not legal, tax, investment, or accounting advice and should not be used as such. It is for discussion purposes only. Seek guidance from your own legal counsel and advisors on any matters. The views presented are those of the author and not any other individual or organization. Some parts of the text may be automatically generated. The author of this material makes no guarantees or warranties about the accuracy or completeness of the information.