Tokenisation of RWA

Business-focused legal support for tokenisation of RWA in the UAE, helping companies move faster, reduce risk and make confident decisions.

Tokenisation of RWA, Legal Vehicle Formation, License Approval, and Structuring

We provide expert guidance on RWA tokenization in the UAE, structuring compliant digital assets under VARA, DFSA, and FSRA rules.

In-depth description

Provide expert guidance on the tokenization of real-world assets in the UAE, helping clients navigate the complexities of digital asset design, blockchain integration, and multi-jurisdictional compliance. Our team assists in developing tailored tokenization frameworks, from the legal structuring of Special Purpose Vehicles (SPVs) in the DIFC and ADGM to the intricate design of smart contracts and on-chain governance. We ensure every structure is fully aligned with issuer objectives and the rigorous regulatory standards of Dubai’s VARA, the DFSA, and the FSRA.

Scope of work

  • Provide end-to-end advisory on Real-World Asset (RWA) tokenization projects in the UAE.
  • The scope covers: (1) structuring the legal framework and selecting the optimal jurisdiction (DIFC/ADGM/Mainland); (2) forming the Special Purpose Vehicle (SPV) to hold the assets; (3) managing the complex licensing application process with the relevant regulator (VARA/DFSA/FSRA); and (4) designing a compliant token structure and governance model.

Price range

AED 200,000 – AED 1,000,000
Cumulative assessment – billed Hourly and Lump Sum.

Primary Determinants of Pricing
Place of incorporation, vehicle that issues the token (DIFC, ADGM, DMCC, mainland), of the RWA itself, overall structure (private, public, open, closed, restricted etc.), managerial structure.
Cell company establishment, blockchain protocol, service providers etc.
Stakeholder type (entrepreneur / start-up, head of legal, CFO, SFO etc.).
Contractual elements, constitutional elements, smart contracts – billed Hourly.
Corporate registration – billed Lump Sum.

Deliverables

  • A comprehensive legal and regulatory structuring plan.
  • A fully incorporated and licensed legal entity.
  • A compliant tokenization framework.

Is your tokenisation project legally structured for the UAE?

Are you tokenising a real-world asset in the UAE?

RWA tokenisation requires a regulated legal structure, an SPV, and a specific licence from VARA, DFSA, or FSRA.

Do you have a token structure but no legal framework?

A token without legal underpinning is unenforceable. We build the structure that gives it standing with investors.

Are you unsure which UAE regulator governs your asset?

VARA, DFSA, and FSRA each govern different digital asset types. Choosing the wrong regulator delays everything.

Do you need smart contract and governance documentation?

Smart contracts need legal agreements that mirror their terms. We draft the off-chain docs that make tokens legally sound.

Frequently asked questions

RWA tokenisation represents ownership of physical or financial assets (property, funds, debt) as blockchain-based digital tokens. In the UAE, VARA in Dubai and FSRA in ADGM regulate the space. The framework distinguishes between investment tokens, utility tokens and payment tokens, each with different regulatory treatment.
Yes, but it requires careful structuring. The underlying property must sit in a legal vehicle (SPV or company) whose shares or interests are then tokenised, rather than the property title itself being tokenised directly. Regulatory approval, investor KYC/AML compliance and detailed legal documentation of investor rights are all required.
 
Issuers of investment tokens (tokens representing financial instruments) require approval from VARA, the DFSA or FSRA depending on the jurisdiction. Utility tokens have different regulatory treatment. Operating without the required licence is a serious offence. The licensing pathway and timeline should be determined at the earliest project stage.
Typical documents include: whitepaper or investment memorandum, token holder terms, smart contract legal review, SPV constitutional documents, regulatory application, KYC/AML policies and investor agreements. The set mirrors a traditional securities issuance, with additional blockchain-specific legal and technical documentation.

Holders of VARA or DFSA-regulated investment tokens benefit from issuer disclosure requirements, AML/KYC obligations and access to regulatory complaints procedures. For unregulated tokens, protections are significantly weaker. Verifying the regulatory status of any token before investing is a fundamental due diligence step.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Mehdi Al Ghafari

Associate – Corporate, Commercial & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Get in touch

Other services you might need

RWA tokenisation requires a specialised legal, regulatory and structural framework. These services address the most critical parallel requirements.

AML/KYC - Compliance for Financial Institutions

Token issuers must implement full AML/KYC frameworks before launch. We build compliant programmes from the ground up.
Learn more

Regulatory Compliance for UAE Businesses

Tokenisation projects require VARA or FSRA regulatory approval. We manage the licensing process and ongoing obligations.
Learn more

SPV Setup for Investment & Project Structures

Most tokenisation projects require a dedicated SPV to hold the underlying asset. We set up the structure and documentation.
Learn more

WHAT SET US APART

Why ASTRUC & Co

Tokenisation in the UAE is regulated and technically complex. We combine specialist legal knowledge with regulatory experience.

1.

Regulatory expertise

We know the VARA and FSRA regulatory frameworks in detail – the licensing requirements, documentation standards and approval timelines. We build structures that regulators

2.

Deal-led approach

We structure tokenisation projects around commercial objectives – investor access, liquidity, asset protection – while ensuring every legal and regulatory requirement is

3.

Cross-border fluency

RWA tokenisation projects typically involve issuers, assets and investors across multiple jurisdictions. We coordinate the legal framework across the UAE

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

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Merger and Acquisition
  • Set-up of the Workstreams related to the Transaction
  • Legal Due Diligence
  • Tax Due Diligence
  • Negotiating and Drafting the SPA
  • Assistance related to Conditions Precedents
  • Registration of the Transaction with the Authorities
Private Equity
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  • Advisory on Financing Rounds and Execution
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  • Drafting of Shareholders Agreements
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  • Drafting of Policies, Charts and other JVAs
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Banking &Finance
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Commercial
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Construction
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Employment Relationship
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Joint Venture and Investors Relationship
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Relocation
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Advisory
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Succession Planning
  • Overall Estate Planning with Financial and Legal Experts
  • Set-up of Shariah Compliant Foundation or Holding Structure
  • Set-up of Trust (DIFC, UAE, ADGM, Foreign based)
  • Set-up of Holding Structure
  • Set-up of Last Wills in the UAE, Qatar, KSA and various territories, as needed
  • Family Counseling - Mediation of dispute between family members
Inheritance Proceedings
  • In any country where there are assets
  • Court proceedings based on Shariah Law
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Marriages
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Divorces
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