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.

How structure work is split

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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