01
European Union: MiCA
Token classification under the substance-over-form test (utility, ART, or EMT), white paper obligations, and CASP licensing requirements.
Primary sources
RWA Tokenization
Tokenization Fails on Jurisdiction, Not Technology
The token standard is rarely what breaks a tokenization project. The legal structure underneath it is, because the rules change depending on the asset, the issuer’s jurisdiction, and where the investors sit.
We structure the legal wrapper and the token together, for the specific regulatory regime the deal actually has to clear.
What’s Included
Asset eligibility and structuring assessment for real estate, commodities, private credit, and fund units
SPV and legal entity structuring
Token standard selection (ERC-3643, ERC-1400, or equivalent)
Cross-jurisdictional regulatory mapping
Custody and redemption design
Jurisdictions
Regulatory coverage, by region
Tokenization law is not one standard applied globally. It’s a different regulatory answer depending on where the asset, the issuer, and the investors sit. Blockphrase structures against all four regimes it actually operates in.
| Region | Regulator or framework | What it covers | Primary source |
|---|---|---|---|
| European Union | MiCA | Token classification under the substance-over-form test (utility, ART or EMT), white paper obligations, and CASP licensing requirements. | ESMA: Markets in Crypto-Assets Regulation (MiCA) |
| UAE | VARA | Dubai’s virtual assets framework. It covers all of Dubai except the DIFC; the DIFC and the rest of the UAE have other regulators. | VARA RulebooksVARA: About VARA |
| India | RBI and SEBI | No single tokenization law yet: the regulator depends on the asset. Securities fall under SEBI, banking deposits under RBI, and GIFT City’s international financial centre under IFSCA. | Securities and Exchange Board of IndiaReserve Bank of IndiaIFSCA (GIFT City)SEBI: Demat 2.0 pilot for tokenised corporate bondsSEBI: FAQs on Demat 2.0 |
| Singapore | MAS | Relevant for structures issued through or distributed into Singapore. | Monetary Authority of Singapore |
02
UAE: VARA
Dubai’s Virtual Assets Regulatory Authority framework. It covers all of Dubai, its free zones included, except the Dubai International Financial Centre (DIFC); the DIFC and the rest of the UAE have other regulators.
Primary sources
03
Current as of . Reviewed quarterly.
India: RBI and SEBI
India does not yet have one unified tokenization law. Which regulator applies depends on the asset. A security as defined under the Securities Contracts (Regulation) Act falls under SEBI. A banking deposit falls under RBI. Tokenized gold falls under SEBI’s commodity derivatives framework or specific gold scheme rules. Tokenized real estate in GIFT City’s international financial centre would come under IFSCA.
What’s live right now: SEBI’s Demat 2.0 pilot has already settled tokenized corporate bonds through RBI’s wholesale central bank digital currency, with India’s depositories managing custody so investors don’t need to manage their own keys. RBI’s Unified Markets Interface is the settlement layer underneath it.
A private member’s bill, the Asset Tokenisation (Regulation) Bill, 2026, proposing a licensing framework has been introduced in the Rajya Sabha but is not yet law. We structure against the regulatory reality as it stands today.
04
Singapore: MAS
Relevant for structures issued through or distributed into Singapore.
Primary sources
Services
Other Practices
- TokenomicsMost token models look clean in a spreadsheet and fail within months of launch.Most token models look clean in a spreadsheet and fail within months of launch.
- Blockchain DevelopmentCode and economics drift apart when different teams build them separately.Code and economics drift apart when different teams build them separately.
- Web3 Strategy & Digital Asset AdvisoryA well-built token still fails if it’s aimed at the wrong market or the wrong regulator.A well-built token still fails if it’s aimed at the wrong market or the wrong regulator.
Insights
Related Research
Tokenization10 min read
RWA Tokenization in India: A 2026 Guide
Indian law treats a tokenized asset as whatever it represents. This guide covers SEBI's Demat 2.0 and REIT routes, RBI pilots, GIFT City, VDA tax and FEMA.
Tokenization9 min read
Dubai Real Estate Tokenization: How It Works
Dubai's DLD tokenization pilot records title shares on a blockchain. See how VARA, DIFC and ADGM rules apply, what buyers own and who can invest.
Tokenization5 min read
The common failures of Tokenization in 2026
This is the most common failure in tokenization architecture in 2026.
Tokenization5 min read
Tokenized Pre-IPO Equity: Readiness Framework Most Projects Ignore
Tokenizing pre-IPO shares is gaining traction as a new distribution model for private market access. However, most projects approach it as a marketing or liquidity innovation, rather than a regulated financial infrastructure problem.
Common questions
What people ask before they call.
Real-world asset (RWA) tokenization issues tokens that represent assets such as real estate, commodities, private credit or fund units. The token standard is rarely what breaks a project. The legal structure underneath it is, because the rules change with the asset, the issuer’s jurisdiction and where investors sit.
A tokenization engagement delivers five pieces of work: an asset eligibility and structuring assessment for real estate, commodities, private credit or fund units; SPV and legal entity structuring; token standard selection (ERC-3643, ERC-1400 or equivalent); cross-jurisdictional regulatory mapping; and custody and redemption design. The work is structured for the specific regulatory regime the deal has to clear.
It depends on the asset and the structure. Blockphrase selects ERC-3643, ERC-1400 or an equivalent as part of structuring, alongside the SPV or legal entity, custody and redemption design. The legal wrapper and the token are structured together, for the specific regulatory regime the deal actually has to clear.
India does not yet have one unified tokenization law. Which regulator applies depends on the asset: securities under the Securities Contracts (Regulation) Act fall under SEBI, banking deposits under RBI, and tokenized gold under SEBI’s commodity derivatives framework or specific gold scheme rules. The Asset Tokenisation (Regulation) Bill, 2026 is not yet law.
Four: the EU (MiCA), UAE (VARA), India (RBI and SEBI) and Singapore (MAS). Tokenization law is not one standard applied globally. It’s a different regulatory answer depending on where the asset, the issuer and the investors sit. Blockphrase structures against all four regimes it actually operates in.
Unless an exemption applies, the offeror of a crypto-asset that is not an asset-referenced or e-money token draws up a white paper, notifies it to its home Member State’s competent authority and publishes it before the offer starts. No authority approves it. It covers the offeror, project, offer, crypto-asset, rights and obligations, technology, risks and environmental impact.
Let’s See If We’re the Right Fit
We take on a limited number of engagements at a time to keep advisory quality high. A short scoping call tells us both, quickly, whether this is a fit.