Home / Practice 04
Asset Tokenisation and Real-World Asset (RWA) Structuring
Real-world asset tokenisation means representing a defined interest in a physical or financial asset — a building, a solar farm, a loan book, a fund interest — as a digital record.
We work with owners of established, income-producing assets who are weighing whether tokenisation is worth pursuing, and what it would take.
01 / The position
A legal question
before a technology one.
Most tokenisation conversations begin with the platform. That is the wrong end. A token is only ever as sound as the structure beneath it, and the structure depends on rights, documentation, jurisdiction and demand.
We begin with a commercial feasibility screen: the quality of the asset, its cash flows, the documentation available, the investor proposition and what execution would realistically require. Legal title, transferability, regulatory classification and jurisdictional treatment are confirmed by qualified counsel from the outset, not at the end.
Where the proposition holds up commercially, we coordinate the structuring process, the specialist providers and the implementation plan. Where it does not, we say so early, while it is still inexpensive to find out.
Feasibility, before anything is designed
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The sequence we work through before any structure is designed. A gate that is not satisfied is not necessarily fatal. Some issues may be remediable; others may make the proposition unsuitable or uneconomic. Establishing which is the point of the exercise.
Source: Working Capital Group analysis
02 / What we do
Four pieces of work.
Commercial feasibility
We assess the commercial case: cash-flow profile, valuation basis, the documentation you actually hold, servicing capability and the likely investor proposition. We also identify which legal, tax and regulatory questions need specialist confirmation, and arrange for counsel to answer them.
Structuring coordination
We document management’s commercial objectives, operating flows, governance, servicing, reporting and wind-down questions, for appointed counsel and licensed advisers to design, validate and document.
Jurisdictional options
For jurisdictions identified with counsel, we compare the non-legal commercial and operational implications, and coordinate counsel to determine regulatory classification, required permissions, offering restrictions and ongoing obligations in each.
Provider selection and coordination
Counsel, licensed intermediaries, administrators, custodians, registrars and technology providers. We run the evaluation and hold the timetable together, so you are not managing six vendors and four workstreams.
Worth saying plainly
Tokenisation does not create demand for an asset nobody wants. It changes how an interest is recorded, divided and transferred — which matters when the asset is already sound.
03 / Structure
How the pieces
fit together.
Every structure differs by asset class and jurisdiction, but the relationships are consistent. An issuing vehicle holds the asset or is secured against it. Tokens issued by that vehicle represent defined contractual, ownership or security interests — not necessarily direct ownership of the asset itself. Subscription cash flows in and distributions flow back out. Custody, administration and the register sit alongside, and where an offer is made it is made through licensed intermediaries.
The register deserves particular attention. Depending on structure and jurisdiction, the legally authoritative record of holdings may sit on-chain, off-chain, or be reconciled between the two. Which of these applies is a legal determination, not a technology preference.
A generic tokenisation structure
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A generic structure, shown for illustration only. The diagram shows the core relationships; the table below sets out every party typically involved. What a token represents, and where the authoritative register sits, are legal determinations that differ by structure and jurisdiction and are confirmed by counsel.
Source: Working Capital Group analysis
Parties to a tokenisation programme
| Party | What it does | Usually provided by |
|---|---|---|
| Asset owner / sponsor | Contributes or pledges the asset, sponsors the structure, and usually retains an economic interest. | You. |
| Issuing vehicle | Holds the asset or is secured against it, and issues the instrument. Holds the asset or security interest in accordance with the transaction documents. Any conclusion on segregation, enforceability or bankruptcy remoteness must be confirmed by qualified counsel. | A special purpose entity, established with counsel and corporate services providers. |
| Legal counsel | Determines regulatory classification, permissions, offering restrictions and ongoing obligations. Documents the structure. | Qualified counsel admitted in each relevant jurisdiction. |
| Custodian | Safekeeping of underlying assets, of title documents, or of cryptographic keys, depending on the structure. | A custodian, which in most jurisdictions requires authorisation. Counsel confirms. |
| Servicer | Day-to-day management of the underlying asset: collections, tenant or borrower management, arrears, operations. | Often the existing manager of the asset, which is frequently you. |
| Administrator | Calculates distributions, produces investor reporting and valuations, and maintains the books of the vehicle. | A fund or corporate administrator. |
| Registrar / transfer agent | Maintains the authoritative record of holdings and processes transfers, subject to any transfer restrictions. | A registrar, or the platform where the register is validly maintained on-chain. This is a legal question. |
| Technology platform | Issues and records the tokens, enforces transfer rules in code, and provides holder interfaces. | A tokenisation platform provider. Selected late, once the structure is settled. |
| Banking and payment provider | Receives subscription monies, holds cash, and pays distributions. Often the hardest single item to arrange. | A bank or licensed payment institution willing to bank the structure. |
| Distributor / placement agent | Introduces the offer to eligible investors and conducts investor onboarding and suitability checks. | A licensed intermediary. WCG does not perform this function. |
| Valuer | Provides an independent valuation basis at issuance and, usually, periodically thereafter. | An independent professional valuer appropriate to the asset class. |
| Auditor and tax adviser | Audits the vehicle and determines the tax treatment of the structure, the flows and the holders. | An audit firm and a tax adviser in each relevant jurisdiction. |
The parties typically required. Not every structure needs all of them, and several roles are sometimes performed by the same provider. WCG coordinates this group; it does not replace any member of it.
Source: Working Capital Group analysis
04 / Jurisdiction
Where it may
be relevant.
Jurisdiction usually determines whether a structure is viable at all, and the answer depends on the rights conferred, the parties involved, the activities performed and how any offer is made. The table below is orientation only. It is not legal advice, it is not a recommendation of any jurisdiction, and selection must be confirmed by qualified counsel admitted in the relevant jurisdiction.
Jurisdictions of potential relevance
| Jurisdiction | Broad framework | Commonly seen asset classes | Practical considerations |
|---|---|---|---|
| Singapore | Existing securities and payment services legislation applies according to the rights conferred and the activities performed. Institutional tokenisation has been developed through MAS-led industry initiatives. | Funds, private credit, fixed income, property. | Well understood by regional investors and banks. Industry initiatives do not imply that any given structure is permitted; treatment depends on the specific rights, offering and parties. |
| Hong Kong | Securities legislation supervised by the SFC, with published guidance on tokenised products and on tokenised authorised investment products. | Fixed income, funds, property. | Strong access to North Asian capital. Guidance in this area has developed quickly and continues to do so. |
| UAE — ADGM (FSRA) | Distinct regime with its own framework for digital securities and related activities. | Private credit, funds, infrastructure. | Separate perimeter from DIFC and from Dubai. The three are not interchangeable. |
| UAE — DIFC (DFSA) | Separate regime with its own investment token and tokenisation provisions. | Property, funds, commodities. | Different authorisation requirements and scope from ADGM. Choice of regime is itself a material decision. |
| Switzerland | Distributed ledger legislation providing for ledger-based securities within an established financial law framework. | Fixed income, funds, equity, collectibles. | Mature and well tested. Issuance, offering, financial services and anti-money-laundering obligations still require separate analysis. Distance from Southeast Asian investors is a practical factor. |
Orientation only, not legal advice and not a recommendation. Last reviewed 15 August 2026. Frameworks in this area change frequently.
Compiled from publicly available material published by MAS, the SFC, the ADGM FSRA, the DFSA and the Swiss federal authorities
05 / Scope
What we do not do
- We do not provide legal advice. Counsel is engaged separately and from the outset, and we coordinate with them.
- We do not provide regulated financial advisory services, and we do not advise on the merits of any investment.
- We do not determine regulatory classification or permissions. Those are matters for qualified counsel.
- We do not arrange, market, place or distribute any offer, and we do not solicit investors.
- We do not work on token projects with no underlying asset or cash flow.
- We do not make representations about liquidity, pricing or returns.
06 / Questions
Common questions.
What is real-world asset (RWA) tokenisation?
Real-world asset tokenisation means representing a defined interest in a physical or financial asset as a digital record on a distributed ledger. The asset itself does not move. What changes is how the interest is recorded, divided and transferred.
Which assets are usually suitable?
Assets with identifiable title, documented ownership history and a defensible valuation basis. In practice this most often means commercial property, renewable energy and infrastructure projects, private credit and loan books, fund interests, and receivables.
Is tokenisation a technology decision or a legal one?
A legal and structural question first. The technology platform is selected late. Most propositions that fail do so on rights, documentation, jurisdiction or investor demand rather than on technology.
Does tokenisation create liquidity?
Not by itself. Tokenisation makes an interest divisible and transferable. Liquidity additionally requires willing buyers, a venue on which to trade, and a compliance framework permitting transfer. Divisibility is a precondition for liquidity, not a substitute for it.
Does a token represent ownership of the asset?
Not necessarily. Depending on the structure, a token may represent a contractual claim, a security interest, an interest in an issuing vehicle, or a direct ownership interest. What the token represents is a legal question determined by the structure and confirmed by counsel.
Does WCG provide legal or regulated financial advice?
No. Working Capital Group Pte Ltd does not provide legal advice or regulated financial advisory services. We work on commercial feasibility, structuring coordination and provider selection, alongside qualified counsel and licensed service providers.
References
Official references
The following official materials are relevant background for readers. They are provided for reference only. Their publication does not imply that any authority endorses or is associated with Working Capital Group Pte Ltd.
- Monetary Authority of Singapore — Guide on the Tokenisation of Capital Markets Products
- Monetary Authority of Singapore — regulation and licensing information
- Hong Kong Securities and Futures Commission, Abu Dhabi Global Market (FSRA), Dubai Financial Services Authority and the Swiss federal authorities each publish their own frameworks for tokenised instruments. Jurisdiction selection must be confirmed with counsel admitted in the relevant jurisdiction.
Last reviewed 15 August 2026.
Next step
Tell us about the asset.
An initial confidential conversation can usually establish whether a structured feasibility review is warranted. If the proposition is clearly unsuitable, we will say so before you commit significant time and expense.