Tokenisation as market infrastructure: wrapper, register, transfer rules, classification — in that order.
A tokenised security is a security first. The design questions are which Luxembourg wrapper issues it, how the register is kept and transfers restricted, which regime it falls under, and whether the DLT Pilot Regime adds anything for the trading and settlement ambition. We design the issuance so that the administrator, the transfer agent and the regulator each recognise what they are looking at.
Who it is for
- Issuers and arrangers planning a tokenised note or tokenised fund units out of a Luxembourg vehicle.
- Fund managers adding a tokenised share class to a RAIF or SIF, and their administrators.
- Transfer agents and registrars asked to keep a register on a permissioned ledger.
- Platforms deciding between a MiCA path and a MiFID II / DLT Pilot Regime path.
- Groups structuring institutional issuance infrastructure across several vehicles.
What you receive
- Issuance design memorandum — wrapper (securitisation vehicle, RAIF, fiduciary estate), instrument, register mechanics under the Luxembourg blockchain laws, transfer restrictions and investor whitelisting (ERC-3643 or equivalent), classification under MiFID II and MiCA.
- Operating model — roles of issuer, administrator, transfer agent, custodian and technology provider; what each records and who can stop a transfer.
- DLT Pilot Regime fit assessment — what the Regulation permits today, what the December 2025 Commission proposal would change, and whether either matters for the ambition.
- Prospectus and listing route note where the instrument is offered or listed (see Prospectus Regulation and Euro MTF listings).
How it runs
Indicatively six to ten weeks.
- Scoping call. Instrument, investors, jurisdictions, technology already chosen.
- Engagement letter. Design memorandum and operating model as deliverables; counsel and administrator named.
- Delivery. Classification → wrapper → register and transfer mechanics → operating model.
- Review session with the administrator and transfer agent before build.
Where the text and practice diverge
- Luxembourg's blockchain laws make DLT issuance and registration of securities workable; they do not tell an administrator how to reconcile an on-chain register with the fund's books. That reconciliation is where implementation stalls.
- ERC-3643 enforces transfer restrictions on chain. It does not replace the transfer agent's obligations or the AML file; it encodes decisions someone still has to take.
- The DLT Pilot Regime is permissive on paper and little used in practice. Its value for most issuers is optional; the Commission's proposal to make it permanent and lift the caps changes the calculation for platforms, less so for issuers.