Whitepeak Law advises on the tokenisation of real estate and private debt assets: legal qualification, SPV structuring, AMF compliance and investor documentation — from issuance to ongoing obligations.
Determining whether tokens representing real assets constitute financial instruments under MiFID II and the French blockchain ordinance, or fall outside any prudential framework. This qualification drives the required authorisations, prospectus obligations and ongoing compliance requirements.
Structuring of the asset-holding vehicle (SCI, SPV, SAS), issuance of tokens representing economic rights or equity interests, coordination with SCPI and OPCI regimes, definition of holder rights and secondary liquidity mechanisms.
Issuance of tokens representing claims, bonds or private debt fund interests. Structuring of financial rights (coupons, repayment, priority ranking), investor documentation, prospectus exemptions and transparency obligations.
AML/KYC frameworks adapted to tokenised asset investors, PSFP or PSI authorisation where required, legal validity of smart contracts, offer documentation and pre-filing exchange with the AMF on qualification and applicable regime.
Tokenisation of existing or development-stage real estate assets. SPV structuring, token issuance to qualified or retail investors depending on the applicable regime, documentation and AMF coordination.
Tokenisation of private debt fund interests or underlying claims. Articulation with the AIFM regime, structuring of holder rights and liquidity mechanisms, documentation adapted to institutional investors.
Operators building real-world asset tokenisation infrastructure. Activity qualification, PSFP or investment services provider authorisation depending on services offered, contractual framework between platform, issuers and investors.
Funds and family offices entering tokenised asset markets. Legal due diligence, regulatory risk mapping, validation of issuance structure and verification of rights attached to tokens before investment.
Real estate and private debt tokenisation falls under financial instruments law, not MiCA. This distinction is structuring: AMF regime, prospectus or exemption, required authorisation. Whitepeak Law fixes this framework before any operational decision.
Real asset tokenisation simultaneously involves financial instruments law, corporate law (SPV, governance, holder rights) and contract law (smart contracts, investor documentation). A compartmentalised approach is insufficient.
Tokenisation projects often require an early exchange with the AMF on qualification and applicable regime. Whitepeak Law structures this dialogue from the outset to reduce legal uncertainty and instruction timelines.
Confidential first exchange to qualify your asset, identify the applicable regime and define the structuring and compliance strategy.
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