02/09/25
Tokenised securities are reshaping investment landscapes, but without proper legal structuring, issuers risk regulatory breaches and investor disputes. Understanding the applicable EU legal frameworks is essential for compliance and market confidence.
📜 Core Legal Frameworks
Tokenised securities fall under EU financial law, primarily MiFID II, the Prospectus Regulation, and the emerging Markets in Crypto-Assets Regulation (MiCA). Issuers must determine whether tokens qualify as transferable securities, which triggers disclosure, licensing, and investor protection requirements. Structuring often involves identifying the legal entity issuing the token, the jurisdiction, and the applicable contractual and corporate law.
⚖️ Comparative Insights
EU regulation parallels traditional securities frameworks but introduces digital-specific nuances. MiCA harmonises requirements across member states, reducing legal uncertainty. Compared with non-EU jurisdictions like the US, which relies on SEC guidance and the Howey Test, the EU approach emphasises formal classification and authorisation before issuance. Proper legal structuring ensures compliance with cross-border rules and mitigates risks of enforcement actions.
💼 Practical Implications
In practice, structured token issuance can involve setting up special purpose vehicles (SPVs), drafting clear smart contract terms, and ensuring alignment with AML/KYC obligations. For example, several EU fintech startups have successfully issued tokenised bonds under structured legal frameworks, combining blockchain innovation with strict regulatory compliance.
📌 Conclusion
Legal structuring of tokenised securities is no longer optional-it is a prerequisite for regulatory compliance, investor trust, and cross-border market access. Companies must carefully navigate MiFID II, Prospectus Regulation, and MiCA to mitigate risk. NUR Legal provides expert guidance to structure tokenised assets, ensuring your digital securities meet all legal requirements and market expectations. Contact us to secure your token issuance legally and strategically.
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Emil Korpinen