Guides · Jurisdictions

Where to tokenize, and under which rules

The question isn't whether tokenization is legal — it's which framework fits your raise. Eight jurisdictions plus the SPV structuring playbook — the actual rules, dated July 10, 2026, from an operator that has structured offerings across 20+ jurisdictions since 2018.

Start here · The structuring playbook

Tokenizing an asset through an SPV

The pattern behind almost every serious deal — asset → SPV → tokens — with the six-step playbook and an honest venue comparison: Delaware, BVI, Cayman, Luxembourg, ADGM, Switzerland, Singapore. Real costs, real timelines, and the mistakes that kill deals.

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🇺🇸 United States

Tokenized securities are securities — the SEC said so plainly in January 2026. The exemption menu (Reg D, S, CF, A+), what needs a broker-dealer, Rule 144, and how a compliant tokenized raise actually runs in the US.

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🇪🇺 European Union

Security tokens in the EU are MiFID II financial instruments, not MiCA crypto-assets. The prospectus thresholds and exemptions, the DLT Pilot Regime, the €5M crowdfunding route, and what passporting gives a compliant issuer.

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🇬🇧 United Kingdom

Security tokens are FCA-regulated specified investments. The Digital Securities Sandbox, the new POATRs prospectus regime and Public Offer Platforms (live Jan 2026), the s21 financial-promotion gate, and what the Oct 2027 cryptoasset regime changes.

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🇦🇪 United Arab Emirates

Four regulators, three routes: VARA's ARVA regime for real-world-asset tokens in Dubai, DFSA's Investment Tokens in the DIFC, FSRA's digital securities in ADGM — and the federal CMA since January 2026. Where each fits, with real precedent.

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🇨🇭 Switzerland

Switzerland made tokenized shares a first-class legal object: ledger-based securities under the DLT Act, FinSA prospectus exemptions (professional clients, <500 investors, CHF 8M), licensed DLT trading venues, and the CMTA standards that now interoperate with ERC-7943.

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🇻🇬 British Virgin Islands

The BVI is where token issuers incorporate, not where investors live: a Business Company in 24–48 hours for ~$2,500–3,000, tax-neutral, with pure token issuance outside the VASP Act. What SIBA means for security tokens, the honest FATF grey-list caveat, and why major RWA issuers still use BVI SPVs.

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🇰🇾 Cayman Islands

In March 2026 the Cayman Islands became the first major fund domicile with an explicit statutory regime for tokenized funds — digital equity and investment tokens under CIMA, exempt from VASP dual-licensing. The rules, the fees, the entity menu, and why FATF-clean Cayman is the institutional counterpart to the BVI.

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🇱🇺 Luxembourg

Four blockchain laws (2019–2024) made Luxembourg securities natively digital — including unlisted equity via the new control-agent role. Add compartmentalized securitisation vehicles, Europe's first tokenized UCITS, LuxSE's DLT listings, and €8.59T of fund AUM: the EU's institutional tokenization hub, explained.

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Not sure the jurisdiction is even the first question? Start with the freeReadiness Score — it checks the legal, asset, and operational groundwork any of these frameworks will demand.

The one-glance comparison

Six markets, side by side — each cell is unpacked in its guide. As of July 10, 2026.

JurisdictionLegal footingWorkhorse routeRegulated venuesBest for
🇺🇸 United StatesSettled — SEC: token format doesn't change the law (Jan 2026)Reg D 506(c) + Reg S; Reg CF/A+ for retailLive ATSs (tZERO); Nasdaq tokenized trading approvedRaising from the world's deepest accredited-investor pool
🇪🇺 European UnionSettled — MiFID II instruments, not MiCAProspectus exemptions (≤€12M, qualified-only, <150/state); ECSP €5M4 DLT Pilot infrastructures licensedOne passportable offer across 27 markets
🇬🇧 United KingdomSettled — FCA specified investmentsPOATRs (2026): private placement or Public Offer PlatformsDigital Securities Sandbox — 16 firms liveA rebuilt-for-tokenization offer regime
🇦🇪 UAEPurpose-built — VARA ARVA regime for RWA tokensVARA Cat-1 / DIFC investment tokens / ADGM digital securitiesGovernment-backed: DLD tokenized title deeds, live secondary marketRWA-first regulation and Gulf capital
🇨🇭 SwitzerlandBest-in-class — the token IS the share (DLT Act)FinSA exemptions (professional-only, <500, CHF 8M)Licensed DLT venues: BX Digital, SIX/SDXNatively digital equity with statutory force
🇻🇬 BVIIssuer-friendly — FSC token guidance since 2020; grey-list caveatBVI SPV issues; investors' own laws govern the salen/a — issuer domicile, not an investor marketFast, cheap, tax-neutral issuing vehicles
🇰🇾 Cayman IslandsFirst-mover — statutory tokenized-funds regime (Mar 2026); FATF-cleanCIMA-registered tokenized fund (digital equity/investment tokens); VASP-exemptOn-chain/hybrid registers in statute; 9 funds registered in the first weeksInstitutional tokenized fund structures
🇱🇺 LuxembourgStatutory ×4 — Blockchain Laws I–IV; control-agent DLT registersSecuritisation compartments; funds (first tokenized UCITS); <€8M prospectus-freeLuxSE Securities Official List admits DLT bonds since 2023EU-passported institutional product

Rules move fast — the dated log of every change lives in theregulatory changelog, and the market numbers in the State of RWA 2026 report.

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