Tokenization Structures
Tokenizing real-world assets, equity, or revenue streams is a structuring exercise as much as a technology choice. GlobalB Law designs compliant token architectures across EU, Turkish, and US regulatory frameworks.
Tokenization, the representation of ownership or economic rights over an asset on a distributed ledger, raises a cascading set of legal questions that must be answered before a single token is issued. What type of asset underlies the token? Who can hold it, and where? Does it constitute a security, an e-money instrument, a utility token, or something that falls into none of these categories? The answers determine which regulatory licences and exemptions apply, what disclosures must accompany the issuance, and whether secondary trading is permissible at all.
GlobalB Law advises on the full spectrum of tokenization projects: real-world asset (RWA) tokenization covering real estate, commodities, receivables, and fund units; equity tokenization for startups and growth-stage companies; revenue-sharing and royalty tokens; and utility and access tokens for product ecosystems. For each structure, we map the token to its regulatory classification under MiCA in the EU, the Turkish Capital Markets Law and BDDK/CMB framework, and US securities law, then design an issuance structure, including SPV arrangements, offering documents, and transfer restriction mechanisms, that is commercially workable and legally defensible in each relevant jurisdiction.
We also advise on the ongoing compliance obligations that attach to tokenized assets post-issuance, including AML/KYC obligations for the issuer and any secondary market operators, investor communication requirements, and reporting obligations to financial regulators.
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What is the difference between a security token and a utility token?
A security token confers economic rights, profit participation, dividend rights, or rights linked to the performance of an investment, and is regulated as a financial instrument in most jurisdictions. A utility token grants access to a product or service and, where genuinely limited to that function, may fall outside financial regulation. The line is fact-specific and jurisdiction-specific; regulators look beyond labels to economic substance.
Can Turkish companies legally issue tokens to international investors?
Yes, subject to careful structuring. The issuance vehicle and applicable exemptions will depend on the investor jurisdictions targeted, the token's classification in each of those markets, and Turkish regulatory requirements. We design offering structures that comply with each relevant jurisdiction without unnecessarily restricting the investor pool.
How does MiCA affect existing tokenization projects?
MiCA applies to crypto-assets that are not already covered by existing EU financial services legislation. Asset-referenced tokens and e-money tokens face the most significant requirements: authorisation, capital, custody, and disclosure. Utility tokens have lighter obligations. Projects that were structured before MiCA must assess whether they need to seek authorisation or restructure under the new framework.
Do tokenized assets need to comply with AML rules?
Yes. Token issuers and secondary market operators are generally treated as obliged entities under AML/CFT frameworks in the EU and Türkiye. This means implementing KYC procedures for investors, monitoring transactions, filing suspicious activity reports, and maintaining records. We design AML compliance programmes that are proportionate to the scale of the offering.
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