RWA TOKENIZATION
AND RWA PLATFORMS
RWA TOKENIZATION
AND RWA PLATFORMS
Turn real-world assets into compliant, scalable tokenized products, or build the full marketplace to trade them. We advise on the tokenization of individual assets as well as the launch of end-to-end RWA tokenization platforms.
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Asset Tokenization Structuring
Licensing & Regulatory Approval for RWA Offerings
VASP Licensing & Ongoing Compliance
Custody, Listing, and Cross-Border Trading
Post-Licensing Advisory & Expansion Support
Founders, asset owners, and platform operators entering the UAE need regulatory clarity, guidance on VASP licensing, and investor-grade documentation to succeed. We structure compliant RWA token offerings and marketplaces aligned with UAE Federal and emirate- level laws.
Our work spans across advising on token economic rights design, whitepaper drafting, platform terms and conditions, and technology compliance reviews. For marketplaces, we secure VASP licensing, advise on listing requirements, custody frameworks, and cross-jurisdictional onboarding. Whether you are tokenizing a single real estate portfolio or launching a multi-asset marketplace, we deliver the legal infrastructure to achieve VASP licensing, attract institutional investors, and scale globally.
Clients benefit from regulatory approvals, marketplace credibility, and cross-border readiness, ensuring their RWA ventures are built for long-term growth and investment confidence.
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Asset Tokenization Structuring
Token Economic Rights & Documentation
Licensing & Regulatory Approval for RWA Offerings
VASP Licensing & Ongoing Compliance
Custody, Listing, and Cross-Border Trading
Post-Licensing
Advisory & Expansion Support
Brief Descriptions of Our RWA Tokenization and RWA Platforms Services
Asset Tokenization Structuring
Transform real-world assets into legally compliant token models with clear investor rights. We assist in defining token structures that align with UAE regulations and global standards, ensuring RWA token classification is defensible. The outcome is an issuance framework built to attract investors, withstand regulatory scrutiny, and enable cross-border distribution.
Token Economic Rights & Documentation
Clear token economics and legal documentation are essential for investor confidence. We review whitepapers and assist with the drafting of offering documents regulatory disclosures that articulate asset rights, distribution models, and compliance safeguards. This ensures your RWA token can be issued, listed, traded, and marketed without legal friction.
Licensing & Regulatory Approval for RWA Offerings
Launching a tokenized asset in the UAE requires the right licensing pathway. We identify the applicable VASP regime,VARA, ADGM or SCA, and guide you through the approval process. Our licensing track record accelerates time-to-market while reducing compliance risks.
VASP Licensing & Ongoing Compliance
A tokenization platform dealing in secondary trading or custody must be licensed under UAE VASP regulations. We assist in securing the necessary licenses, drafting policies, and setting up compliance monitoring processes. This ensures your platform meets ongoing regulatory obligations and avoids enforcement action.
Custody, Listing, and Cross-Border Trading
Tokenization platforms must manage custody, settlement, and listing standards across jurisdictions. We assist with the drafting of listing criteria, custody agreements, and international onboarding protocols, enabling your marketplace to support compliant secondary trading of RWA tokens on a global scale.
Post-Licensing Advisory & Expansion Support
Licensing is only the beginning, your business will evolve. We provide ongoing legal support for service expansions, cross-border operations, and regulatory audits. Whether upgrading your license, adding new asset classes, or restructuring your group, we keep your legal foundation strong and growth-ready.
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Client Case Studies
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Representative Cases
Advised on the issuance of a gold-backed token, aligning with relevant licensing requirements in relation to issuance and custody requirements.
Created the legal structure for tokenizing a solar farm project. Assisted with the design of token classification, cross-border compliance strategy, and platform listing terms for international investors.
Structured the legal framework for tokenizing a UAE-issued corporate bond, ensuring compliance with then-securities laws, investor protections, and dividends distributions.
Advised on tokenizing allocated precious metals, including gold and silver, with full Regulator-aligned offering documents, custody arrangements, and compliant investor onboarding for global distribution.
Developed the regulatory and contractual structure for a fractional diamond ownership token, covering asset verification, custody, and investor-grade disclosures for compliant sales in multiple jurisdictions.
Advised on entity structuring, licensing, and governance for a UAE-based tokenization platform listing tokenized commodities.
Frequently Asked Questions
This FAQ guide answers your most pressing questions on how to issue, operate, and scale RWA projects in compliance with VARA, CBUAE, and other UAE regulators.
Unsure which license or structure fits your project? Book a call with our legal team today.
What is RWA tokenization and how does it work in the UAE?
RWA (Real-World Asset) tokenization is the process of representing physical assets, that are not securities, such as real estate, commodities, art or even a racing horse, as blockchain-based tokens. In the UAE, tokenization must comply with virtual asset regulations under the relevant regulator. A regulatory license must be obtained, for example Category 1 Issuing license from VARA.
Can I tokenize my asset without setting up a platform?
Yes. Asset owners can tokenize individual properties, commodities, or other assets without operating a full platform. This typically involves working with a licensed broker-dealer, or exchange for distribution and secondary trading, and securing the correct legal and regulatory approvals for the token offering.
Do I need a VASP license to operate an RWA marketplace in the UAE?
Yes. Platforms facilitating the issuance or secondary trading of tokenized assets generally require a Virtual Asset Service Provider (VASP) license from the relevant UAE regulator. The license covers compliance, governance, custody, and AML/CTF requirements.
How is the tokenization of securities regulated in the UAE?
The tokenization of securities and commodity contracts, such as shares, bonds, or investment funds, falls under the jurisdiction of the UAE Securities and Commodities Authority (SCA), and is outside of the UAE’s RWA tokenization regime.
Can I issue AED (Dirham) as a stablecoin in the UAE?
Yes, issuing a stable coin is possible under the UAE laws. Tokenizing AED is considered issuing a payment token under UAE law, which falls under the regulatory oversight of the Central Bank of the UAE (CBUAE). AED stablecoin issuance requires specific CBUAE licensing and adherence to payment services regulations, AML/CTF compliance, and settlement safeguards
What documents are required to launch an RWA token offering?
Launching an RWA token offering requires a combination of investor-facing and regulatory documentation, including a compliant whitepaper, AML/KYC policies, risk disclosures, and custody agreements. Multi-jurisdictional legal opinions may also be needed for global investor access.
How can a tokenization platform attract institutional investors?
Institutional adoption requires robust legal and compliance frameworks, transparent governance, secure custody arrangements, and clearly documented asset rights. Platforms licensed under UAE VASP regimes with investor-grade documentation are far more likely to gain institutional credibility.
What are the tax implications of tokenizing assets in the UAE?
While the UAE does not levy personal income tax, VASP businesses are subject to corporate tax. Proper structuring helps optimize tax exposure and maintain compliance.
Why Crypto Founders Choose Us
The UAE’s first crypto-native law firm, we deliver results across VARA, ADGM, and SCA frameworks.
Plain language answers, weekly check-ins, fast turnarounds, and messenger updates.
We’ve drafted crypto laws, advised regulators, and operated on the builder side, so our advice is practical, not theoretical.
Transparent scopes with clear deliverables. No billable-hour anxiety, no surprises.
Structures mapped to your business model, unit economics, and global scale plan. No templates, only fit-for-purpose design.
From entity + licensing to token opinions, investor docs, governance, and ongoing compliance - one accountable team.
- Proven UAE track record: The UAE’s first crypto-native law firm, we deliver results across VARA, ADGM, and SCA frameworks.
- Crypto-native lawyers: We’ve drafted crypto laws, advised regulators, and operated on the builder side, so our advice is practical, not theoretical.
- End-to-end legal execution: From entity + licensing to token opinions, investor docs, governance, and ongoing compliance - one accountable team.
- Fixed fees. No surprises: Transparent scopes with clear deliverables. No billable-hour anxiety, no surprises.
- Founder-friendly process: Plain language answers, weekly check-ins, fast turnarounds, and messenger updates. No templates, only fit-for-purpose design
Feedback & Endorsements
Founding Partner
NewTribe Capital
“This partnership is about making sure founders aren’t left in the dark when it comes to legal questions. With NeosLegal’s support, we can offer more than funding. We can offer confidence.”
Superteam UAE, Solana
“Having NeosLegal by our side means our founders building exciting Web3 projects with confidence and a solid legal foundation. We’re grateful for NeosLegal’s expertise, professionalism and commitment to helping the ecosystem grow.”
Frequently Asked Questions
This FAQ guide answers your most pressing questions on how to issue, operate, and scale RWA projects in compliance with VARA, CBUAE, and other UAE regulators.
Unsure which license or structure fits your project?
Book a call with our legal team today.
What is RWA tokenization and how does it work in the UAE?
RWA (Real-World Asset) tokenization is the process of representing physical assets, that are not securities, such as real estate, commodities, art or even a racing horse, as blockchain-based tokens. In the UAE, tokenization must comply with virtual asset regulations under the relevant regulator. A regulatory license must be obtained, for example Category 1 Issuing license from VARA.
Can I tokenize my asset without setting up a platform?
Yes. Asset owners can tokenize individual properties, commodities, or other assets without operating a full platform. This typically involves working with a licensed broker-dealer, or exchange for distribution and secondary trading, and securing the correct legal and regulatory approvals for the token offering.
Do I need a VASP license to operate an RWA marketplace in the UAE?
Yes. Platforms facilitating the issuance or secondary trading of tokenized assets generally require a Virtual Asset Service Provider (VASP) license from the relevant UAE regulator. The license covers compliance, governance, custody, and AML/CTF requirements.
How is the tokenization of securities regulated in the UAE?
The tokenization of securities and commodity contracts, such as shares, bonds, or investment funds, falls under the jurisdiction of the UAE Securities and Commodities Authority (SCA), and is outside of the UAE’s RWA tokenization regime.
Can I issue AED (Dirham) as a stablecoin in the UAE?
Yes, issuing a stable coin is possible under the UAE laws. Tokenizing AED is considered issuing a payment token under UAE law, which falls under the regulatory oversight of the Central Bank of the UAE (CBUAE). AED stablecoin issuance requires specific CBUAE licensing and adherence to payment services regulations, AML/CTF compliance, and settlement safeguards.
What documents are required to launch an RWA token offering?
Launching an RWA token offering requires a combination of investor-facing and regulatory documentation, including a compliant whitepaper, AML/KYC policies, risk disclosures, and custody agreements. Multi-jurisdictional legal opinions may also be needed for global investor access.
How can a tokenization platform attract institutional investors?
Institutional adoption requires robust legal and compliance frameworks, transparent governance, secure custody arrangements, and clearly documented asset rights. Platforms licensed under UAE VASP regimes with investor-grade documentation are far more likely to gain institutional credibility.
What are the tax implications of tokenizing assets in the UAE?
While the UAE does not levy personal income tax, VASP businesses are subject to corporate tax. Proper structuring helps optimize tax exposure and maintain compliance.
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