Jurisdictions
One platform, configured for the rules where you raise.
The platform lets you set, per offering, which countries investors may come from and which limits apply to each group. The rules follow from the jurisdiction your offering sits in. We design the structure with you, and qualified local counsel confirm it and carry it out. This page summarises the public frameworks so you know what to expect.
- Live regulated offerings
- Serbia
- Structured with local counsel
- EU, CH, US, UAE, SG, HK
- Country rules
- Set per offering in the platform
- Legal advice
- From qualified local counsel
This is not legal advice
These are short summaries of public frameworks, written to help you prepare for a conversation with counsel. Rules change and every offering is different. The structure for your asset is confirmed and executed by qualified local counsel in the relevant jurisdiction.
Serbia
Serbia: where the platform already runs live offerings
Serbia's Law on Digital Assets allows a company to issue digital tokens to the public on the basis of a whitepaper approved by the Securities Commission of the Republic of Serbia.
This is the jurisdiction where the platform already runs live regulated offerings, from the approved documents to the register and reporting afterwards. See the track record.
Serbia at a glance
- Regulator
- Securities Commission of the Republic of Serbia (digital tokens). The National Bank of Serbia oversees virtual currencies.
- Framework
- Law on Digital Assets
- Common route
- Public offering of digital tokens under a whitepaper approved by the Securities Commission
- Typical investors
- Retail and professional investors, within the limits set by the law and the approved whitepaper
- Our experience
- Live regulated offerings run on the platform today
European Union
European Union: securities rules apply
A token that gives rights like a share or a bond is usually a financial instrument, so the normal securities rules apply: MiFID II for the firms that distribute it and the Prospectus Regulation for the offer. MiCA, the EU's rules for crypto-assets, covers crypto-assets that are not financial instruments, so it is generally not the framework for an asset-backed security.
The DLT Pilot Regime lets authorised market infrastructures trade and settle securities issued in digital form. A prospectus approved in one member state can be passported to others, which is one of the main reasons issuers choose the EU. Some member states, such as Germany and Luxembourg, also have national laws on electronic securities.
European Union at a glance
- Regulator
- National competent authority of the home member state, coordinated by ESMA
- Framework
- MiFID II, Prospectus Regulation, DLT Pilot Regime; MiCA for crypto-assets that are not financial instruments
- Common route
- Prospectus approved in the home member state and passported, or a private placement under a prospectus exemption
- Typical investors
- Qualified investors under an exemption, or retail investors under an approved prospectus
- Our experience
- Structure design and coordination. Execution by qualified local counsel.
Switzerland
Switzerland: securities recorded in a digital register
Switzerland's DLT Act, in force since 2021, amended existing law rather than creating a separate regime. It introduced ledger-based securities: the legal term for rights recorded in a digital register that can be transferred through that register, with legal certainty for holders. FINMA supervises financial market participants and applies the rules by substance, not by label.
Public offers generally need a prospectus under the Financial Services Act, with exemptions for offers only to professional clients and for other defined cases.
Switzerland at a glance
- Regulator
- FINMA (Swiss Financial Market Supervisory Authority)
- Framework
- DLT Act (2021), ledger-based securities under the Code of Obligations, Financial Services Act
- Common route
- Ledger-based securities issued by a Swiss company, offered under a prospectus or a prospectus exemption
- Typical investors
- Professional clients under an exemption, or a wider audience with a prospectus
- Our experience
- Structure design and coordination. Execution by qualified local counsel.
United States
United States: registration or an exemption
A security token is a security under US law. Under the Securities Act of 1933 every offer must be registered with the SEC or fit an exemption. Regulation D Rule 506(c) allows general solicitation if every buyer is a verified accredited investor. Regulation A+ allows offers to a wider public within set limits after SEC qualification. Regulation S covers offers made outside the United States.
Distribution normally runs through a FINRA-member broker-dealer, and the register of holders is often kept by an SEC-registered transfer agent. Resale of securities sold under an exemption is restricted.
United States at a glance
- Regulator
- SEC, with FINRA overseeing broker-dealers
- Framework
- Securities Act of 1933, Securities Exchange Act of 1934
- Common route
- Regulation D 506(c) for accredited investors, Regulation A+ for wider offers, Regulation S for offers outside the US
- Typical investors
- Accredited investors under 506(c); wider public under Regulation A+
- Our experience
- Structure design and coordination, and introductions to broker-dealers. Execution by qualified US counsel.
United Arab Emirates
UAE: the location decides the regulator
The UAE has several regulators, and which one applies depends on where the issuer and the activity sit. The two financial free zones have their own regimes: the DFSA in the Dubai International Financial Centre and the FSRA in Abu Dhabi Global Market, both with rules for securities in digital form. Onshore, securities fall under the SCA.
In Dubai outside the DIFC, VARA regulates virtual assets. A token that is a security is usually treated under the securities regime rather than as a virtual asset, but the line needs to be drawn by local counsel.
UAE at a glance
- Regulator
- DFSA (DIFC), FSRA (ADGM), SCA (onshore), VARA (virtual assets in Dubai)
- Framework
- DFSA rules on investment tokens, FSRA rules on digital securities, SCA securities rules, VARA rules for virtual assets
- Common route
- Issuer or vehicle in DIFC or ADGM, offering to professional clients under the free-zone rules
- Typical investors
- Professional clients; retail access is more restricted
- Our experience
- Structure design and coordination, and introductions to venues. Execution by qualified local counsel.
Singapore
Singapore: capital markets products, whatever the format
MAS treats a digital token that has the features of a share, a debenture or a unit in a collective investment scheme as a capital markets product under the Securities and Futures Act. The usual prospectus rules then apply.
Most private offerings rely on the exemptions for offers to accredited and institutional investors, or on the small-offer and private-placement exemptions. Secondary trading needs a venue approved or recognised by MAS.
Singapore at a glance
- Regulator
- Monetary Authority of Singapore (MAS)
- Framework
- Securities and Futures Act; MAS guidance on digital token offerings
- Common route
- Offer to accredited and institutional investors under a prospectus exemption
- Typical investors
- Accredited and institutional investors
- Our experience
- Structure design and coordination, and introductions to venues. Execution by qualified local counsel.
Hong Kong
Hong Kong: tokenised securities are securities
The SFC regulates tokenised securities under the Securities and Futures Ordinance. Its 2023 circulars on tokenisation set out how licensed intermediaries may deal in tokenised securities and how SFC-authorised products may be tokenised, treating them as traditional securities in a digital wrapper.
Private offers are usually made to professional investors. Offers to the wider public need an authorised product or a registered prospectus, and dealing is done through SFC-licensed intermediaries.
Hong Kong at a glance
- Regulator
- Securities and Futures Commission (SFC)
- Framework
- Securities and Futures Ordinance; SFC circulars on tokenised securities and tokenised products (2023)
- Common route
- Private offering to professional investors through SFC-licensed intermediaries
- Typical investors
- Professional investors
- Our experience
- Structure design and coordination, and introductions to venues. Execution by qualified local counsel.
Questions we get
Which jurisdiction should we choose?
It depends on where the asset sits, where your investors are and which regulator you can realistically work with. We set out the options in the structure memo, and counsel confirm the choice.
Does experience in one country carry over to another?
The platform and the know-how do. Approvals never do: each offering needs its own approval or exemption, confirmed by counsel in the relevant jurisdiction.
Can one offering reach investors in several jurisdictions?
Often, yes. In the platform, the investor rules built into the security can allow or block holders by country, so each group of investors stays within the rules that apply to them. Counsel confirm what each jurisdiction permits.
Do you work in other jurisdictions?
We are glad to discuss them. Where we lack experience, we say so and bring in counsel who have it.
The summaries on this page describe public legal and regulatory frameworks in general terms. They are not legal advice, may not reflect the latest changes, and must not be relied on for any offering. Structures are confirmed and executed by qualified local counsel. Asset Tokenization is a technology and advisory provider and does not act as issuer, offeror, broker or investment adviser for clients.
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