01
European Union: MiCA
Token classification under the substance-over-form test (utility, ART, or EMT), white paper obligations, and CASP licensing requirements.
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.
02
UAE: VARA
Dubai’s Virtual Assets Regulatory Authority framework, relevant for any structure issued through or held in the UAE.
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.
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. Real estate tokenization pilots are running through GIFT City under the IFSCA framework.
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.
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
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The common failures of Tokenization in 2026
This is the most common failure in tokenization architecture in 2026.
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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.
Regulatory Compliance5 min read
Regulation in India & Enforcement is not the only way
ED raided five crypto firms in Bengaluru for "unauthorised cross-border transfer of money via cryptocurrencies." i.e., FEMA Guidelines but these aren't scams.
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.
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.
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).
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.