It depends on the token. If it represents a share, bond or fund unit, Slovak securities law, MiFID II and the prospectus regime apply, and MiCA does not cover financial instruments. A utility token or an ART falls under MiCA.
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- +421 904 625 859
- Národná 15, 010 01 Žilina
Real-World Asset Tokenisation (RWA)
Real-World Asset Tokenisation (RWA) in practice
Tokenising a flat, an office building or a stake in a company is technically simple. Legally, though, a token creates no new ownership; it is only a digital record of rights that already exist elsewhere. In Slovakia the owner of real estate is whoever is entered in the Land Register, and no token changes that. That is why tokenisation usually relies on a special purpose vehicle (SPV) that owns the asset and issues tokens as claims against itself.
The whole project turns on the rights the token confers. A token carrying a share of profits is a security and needs a prospectus for a public offer. A token that only grants the right to use part of a property may be a utility token under MiCA. We design the SPV structure, determine the regulatory regime, prepare the issue documentation and draft contracts with token holders. Where tokenised securities are to be traded, we also assess the DLT Pilot Regime.
What we help with
- Regulatory memorandum: security, utility token, ART or NFT
- Designing and setting up the SPV and transferring the asset
- Prospectus or white paper depending on the token's classification
- Investor KYC and the Travel Rule for token transfers
- Token subscription agreements, holder agreements and custody agreements
- Representation before the National Bank on prospectuses, white papers or DLT authorisation
Worth knowing
The Land Register decides
Ownership of real estate arises on registration in the Land Register (Section 133(2) of the Slovak Civil Code). A token can represent a share in the company that owns the property, not the ownership itself.
Profit rights mean a security
A token granting a share of profits or a payout on liquidation is a transferable security under Slovak Act No. 566/2001 Coll. A public offer above the statutory threshold requires a prospectus.
DLT Pilot Regime
Regulation (EU) 2022/858 allows trading and settlement systems for tokenised securities in three forms: DLT MTF, DLT SS and DLT TSS. Slovak entities apply to the National Bank of Slovakia.
Common questions
- Typically a Slovak limited company or joint-stock company is set up to acquire the property. The tokens then represent claims against that company, such as a share of profits, and holders have no direct right to the property.
- It allows tokenised bonds, fund units and other financial instruments to be traded and settled on distributed ledger platforms with exemptions from certain rules, within the limits set by Regulation (EU) 2022/858.
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This page is for general information, reflects Slovak law at the time of writing and is not a substitute for advice on your particular matter.