Tokenised capital markets products and the 2025 Guide

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The 2025 Guide addresses the questions that the tokenisation of conventional securities raises and that the ICO-era Guide did not. It confirms that Part 13 SFA applies to offers of tokenised shares, debentures, business trust units and CIS units in the same way as to conventional offers.¹ It classifies tokenised products as complex or non-complex by reference to the underlying product and not to the digital wrapper. A tokenised unit in a plain equity fund is therefore a non-complex product even though it trades on a blockchain. A tokenised structured note is complex and requires the enhanced distribution safeguards, including an assessment of the customer's knowledge and experience.² It restates that AML/CFT obligations and suspicious transaction reporting apply to all the intermediaries involved.

The Guide also confirms the licensing map for a tokenised securities value chain. The primary market platform needs a CMS licence for dealing. The custodian needs a CMS licence for custodial services. The trading platform needs approval or recognition under Part 2. Anyone giving advice needs a financial adviser's licence or an exemption under the Financial Advisers Act 2001.³ A single firm may hold several of these permissions, which is how ADDX and similar platforms operate, but each activity is separately assessed.

Singapore perspective

You can tokenise a Singapore company's shares, a fund's units or a bond and offer them to accredited and institutional investors in Singapore without creating any new legal category. The SFA treats the token as the security it represents. What you cannot do is treat the blockchain as the register for a Singapore company, offer the tokens to retail investors without a prospectus or a recognised fund structure, or run the trading venue without RMO status. The platforms that have succeeded in Singapore chose their permissions early, built the custody and settlement around a licensed structure and limited their first products to accredited investors. Founders who want retail distribution of tokenised products should expect to need a fund structure authorised by MAS and a distributor with the relevant licence.

Notes

Rajah & Tann, 8 December 2025 (above): Part 13 SFA applies to offers of tokenised capital markets products that are securities, securities-based derivatives contracts or CIS units in the same way as to non-tokenised offers; CIS units also require authorisation or recognition. ↩
Rajah & Tann, 8 December 2025 (above): tokenised capital markets products are classified as complex or non-complex on product characteristics and not on their digital form; complex products require enhanced distribution safeguards. ↩
Rajah & Tann, 8 December 2025 (above), summarising the licensing requirements for primary market platforms, custody providers, trading platforms and financial advice in relation to tokenised capital markets products. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Dr Alexander Ressos, TEP

Of Counsel, KGP Legal LLC

I am Of Counsel with KGP Legal LLC in Singapore, where I work with a global client base of successful entrepreneurs and their families, independent asset managers, commodity trading houses and other commercial clients. I am a German and Swiss attorney-at-law, also admitted as a solicitor in England & Wales and in Hong Kong. I divide my time between Zug in Switzerland, Singapore and Hong Kong. Since 2017 I have advised international clients on more than 700 crypto and digital asset projects. I also have extensive experience in cross-border litigation and arbitration in Singapore, Hong Kong and other markets in South-East Asia and Greater China.

I operate across the key financial centres in South-East Asia, the Middle East and Switzerland, with a particular focus on asset protection, international tax and estate planning, as well as trusts, company administration and other fiduciary services. My philosophy is to serve as a trusted advisor working closely with my clients and to help them achieve their commercial objectives.

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KGP Legal LLC is a medium-sized law firm in Singapore that is capable of providing the full range of legal services and corporate administration work. Please contact me directly at [email protected] if you need any further information.

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SingaporeIQ is edited by Dr Alexander Ressos, an international business lawyer with more than 15 years of local experience in Singapore as a permanent resident, a Singapore registered foreign lawyer and managing partner of a Singapore foreign law practice. In addition to significant experience in cross-border investments and transactions, UHNWI private client work and sanctions/export controls, Dr Ressos has extensive experience in cross-border business and in crypto and digital-asset projects in Singapore, drawn from more than 700 projects since 2017.

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