Tokenised real-world assets (RWAs) are digital tokens that represent an asset, a financial instrument or a claim connected to one. The token is not automatically the asset itself: what it gives its holder depends on the legal arrangement behind it, who recognises the holder’s rights and how the ownership record is maintained. Tokenisation uses distributed ledger technology (DLT) to create and manage that digital representation.
What does a tokenised real-world asset represent?
“Real-world asset” is a broad market term, not a single legal category. A token might represent a traditional security, a bank deposit, a physical asset such as real estate, or a claim against an issuer. The sources discussed here focus mainly on DLT-based financial assets and tokenised securities.
The U.S. Securities and Exchange Commission (SEC) staff defines tokenisation as “the process of creating a digital representation of a tangible or intangible asset using DLT.” In the staff’s 28 January 2026 statement, a tokenised security is a financial instrument that qualifies as a security and is represented by a crypto asset, with ownership records kept wholly or partly on crypto networks.
A useful way to think about an RWA token is as a digital record connected to a legal and operational arrangement. That connection determines whether the holder has direct rights in an asset or security, an indirect interest through an intermediary, or only a claim against the token’s issuer. A token’s name, price tracking or blockchain entry alone does not establish which of these applies.
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How does tokenisation work?
Tokenisation involves more than creating a token. The issuer or other responsible parties must define what the token represents, record ownership, set the rules for transfers and maintain the connection between the ledger and the underlying rights.
- Define the asset or claim. Specify what the holder is entitled to, who is obliged to recognise or deliver that entitlement, and what restrictions apply.
- Issue the token and establish the ownership record. The token and ledger may themselves be the authoritative record, or a transfer may instead trigger an update to a separate, off-chain register maintained by an issuer or agent.
- Set the platform’s rules and governance. The Bank for International Settlements (BIS) describes a programmable platform with a “core” layer containing information about the tokenised asset and its ownership, and a “service” layer embedding rules and governance.
- Transfer and settle. A token transfer may change the relevant ownership or entitlement record. Smart contracts can automate conditional transfers or coordinate transactions. Settlement may use a stablecoin, a tokenised bank deposit or central-bank money; these are different settlement assets and have different risk profiles.
- Maintain the connection. Custodians, platform operators, developers, data providers and bridges may be needed to hold assets, supply external information or connect ledgers. Each adds operational or valuation dependencies.
The ledger can show that a token moved, but that fact alone does not establish what legal right moved with it. The governing documents, applicable law and authoritative ownership record matter alongside the transaction history.
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How do the main tokenisation structures differ?
The same reference asset can be represented through arrangements that give holders materially different rights. The SEC staff distinguishes issuer-sponsored models from arrangements sponsored by third parties; within those broad categories, the register and the holder’s relationship to the underlying security also matter.
| Structure | What happens when the token transfers | What the structure means for the holder |
|---|---|---|
| Issuer-sponsored, on-chain register | The issuer or its agent integrates DLT into its master securityholder file, so a token transfer updates that record. | The token transfer is part of the issuer’s ownership-record process for the security. |
| Issuer-sponsored token linked to an off-chain register | The transfer can notify the issuer or its agent to update the off-chain master record. | The crypto asset does not itself convey the underlying security’s rights; the relevant entitlement depends on the issuer or agent updating the register. |
| Third-party custodial structure | A third party holds the underlying security and issues a token representing an indirect interest or security entitlement. | The holder’s position depends on the intermediary and custody arrangement, not simply on holding the referenced security directly. |
| Third-party synthetic structure | A third party issues its own tokenised security or derivative tied to a reference security. | The holder may have price exposure without having rights against the issuer of the referenced security. |
Questions to ask before comparing offerings
- What legal claim does the token convey, and who is obliged to honour it?
- Who issues the token, and who maintains the authoritative ownership record?
- Is the arrangement direct, custodial or synthetic?
- What custody and insolvency exposure does the holder take on?
- What asset is used for settlement?
- What transfer restrictions apply, and can the token interoperate with other systems?
- How are valuation inputs, external data feeds and smart-contract changes controlled?
- Which jurisdiction and regulatory status apply to the offering?
What benefits might tokenisation offer?
Official sources identify possible efficiency, cost, transparency, automation and fractional-access benefits. Programmable rules may automate parts of a transaction, while a shared ledger can make records and transfers easier to coordinate among participants. Fractionalisation may allow an asset or financial exposure to be represented in smaller units.
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What risks should holders and market participants consider?
Tokenised arrangements can combine the risks of the underlying asset or financial claim with risks from the token’s issuer, intermediaries, settlement assets and technical infrastructure. The BIS and FSB identify several financial-stability vulnerabilities relevant to tokenisation:
- Liquidity and maturity mismatch: a token may be transferable around the clock even when the underlying asset is not readily saleable or redeemable on the same timetable.
- Leverage and rehypothecation: borrowing against assets or reusing collateral can amplify exposures across participants.
- Asset price and quality: a token linked to a reference asset can trade at a different price from it, and the token’s value depends on the quality and valuation of the underlying asset or claim.
- Interconnectedness: dependencies among issuers, custodians, platforms, settlement assets and other financial institutions can transmit disruption.
- Operational fragilities: smart-contract errors, private-key mismanagement, weak governance and irreversible transactions can lead to loss or failed transfers.
There are also legal and counterparty risks. A third-party token holder may face risks, including a third party’s bankruptcy, that a direct holder of the underlying security would not necessarily face. If a token has no enforceable link to its reference asset, its holder may instead bear the token issuer’s risk. Custodians, oracles, platform operators and bridges can each create another point of failure or disagreement about asset value.
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What does U.S. securities law say about tokenised securities?
The SEC staff statement dated 28 January 2026 says that changing a security’s format to a token does not change the application of U.S. federal securities laws. For example, offers and sales of securities generally must be registered unless an exemption applies. The statement also stresses that rights differ between issuer-sponsored and third-party-sponsored arrangements.
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This is a dated statement of SEC staff views, not a Commission rule or guidance; the document says it has no legal force or effect. It is specific to the U.S. securities context and should not be treated as a universal legal rule or as advice about an individual offering. Legal rights and regulatory treatment depend on the governing documents, facts and applicable jurisdiction.
How widespread is tokenisation?
Available official assessments describe an early market, not a precise current market size. The FSB’s report dated 22 October 2024 said publicly available data indicated adoption was very low but appeared to be growing, and that the small scale did not then pose a material financial-stability risk. A BIS Financial Stability Institute summary published 28 August 2025 described projects as often small-scale and experimental, with broader adoption constrained by limited investor demand, weak interoperability with legacy systems, and legal and regulatory uncertainty. These are dated qualitative assessments, not current market-size figures.
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