In November 2025, the Monetary Authority of Singapore (MAS) issued a revised Guide on the Tokenisation of Capital Markets Products (the Revised Guide). This update represents a material development in Singapore’s regulatory treatment of tokenised capital markets activities. It provides greater clarity on how existing securities laws apply across the full lifecycle of tokenised products.

From our perspective here at The Curia Regis, the Revised Guide reflects a shift from conceptual guidance toward operationally actionable regulation. Tokenisation is no longer viewed as an incoming innovation. It is now an established part of the capital markets landscape. It must meet, at a minimum, the same regulatory, governance, and investor protection standards as traditionally structured products.

Tokenisation does not alter regulatory obligations. Digital form does not dilute legal substance, and Issuers, Managers, and other stakeholders alike must be prepared to demonstrate compliance accordingly.

Tokenised Capital Markets Products: Key Developments from the Revised Guide

The underlying regulatory philosophy of MAS remains unchanged: “same activity, same risk, same regulatory outcome”. MAS applies this in a technology-neutral manner to define when a Digital Token is deemed a Capital Markets Product (CMP) under the Securities and Futures Act (SFA). However, the scope, depth, and expectations articulated in the Revised Guide have been significantly expanded when compared to the DTO Guide, last updated in 2020.

The Revised Guide extends regulatory clarity beyond the initial issuance of digital tokens to cover the entire value chain of tokenised CMPs. This includes:

• Secondary trading arrangements
• Settlement mechanisms
• Custody of tokenised assets

Issuers/Managers/Venues must now assess regulatory exposure not only at the issuance stage, but across ongoing operations as well. Activities previously viewed as “technology support” or “post-issuance infrastructure” may independently trigger additional licensing, conduct, or market operator obligations.

Increased Granularity Through Case Studies in Appendix 1:

MAS has introduced additional case studies to assist Issuers/Managers/Venues in determining whether a digital token constitutes a CMP under the SFA. MAS expects Issuers/Managers to conduct meaningful self-assessments using the case studies and critical questions, rather than relying on informal regulatory engagement as a first step.

Heightened Focus on Tokenisation-Specific Risks

The Revised Guide places stronger emphasis on risks introduced by distributed ledger technology. This includes smart contract vulnerabilities, cybersecurity threats, custody arrangements, and governance over operational controls. MAS also expressly treats tokenised CMPs as complex investment products, triggering enhanced customer protection requirements. In practice, Issuers/Managers/Venues should expect closer scrutiny of disclosure quality, suitability assessments, and internal risk management frameworks. Generic or high-level risk statements are unlikely to be sufficient.

Why This Matters?

The Revised Guide provides additional regulatory clarity on how existing securities laws apply. This covers issuance and offering activities, distribution and secondary trading, and custody and settlement arrangements of tokenised CMPs. By addressing these areas more explicitly, the guidance extends beyond earlier discussions that focused primarily on token offerings. This helps Issuers/Managers/Venues assess regulatory considerations across the broader product lifecycle.

The Revised Guide enhances legal clarity for those in the market. It also strengthens expectations around disclosure standards, investor protection measures, and operational risk controls. To maintain market integrity, the governance and documentation for digital assets should reach full parity with their conventional counterparts.

Impact on Key Market Participants

Issuers, Managers, and Venues, including both Licensed and Venture Capital Fund Management Companies, must assess when tokenised securities, securities-based derivatives contracts, or units in a Collective Investment Scheme trigger additional regulatory obligations. Operationally, MAS has provided additional Disclosure Illustrations identifying specific attributes of the tokenised CMP(s) – e.g., underlying technology, rights and liabilities, custody arrangements, cyber risks, operational risks, legal and regulatory risks, etc. By no means exhaustive, these provide a suitable reference point for prospective Managers keen to be involved in this area.

REIT Managers

For REIT managers, the Revised Guide serves as a critical reminder that MAS applies a “substance over form” approach. Fractionalised or tokenised real estate interests remain subject to the same rigorous regulatory treatment as traditional units. We observe that tokenisation does not diminish disclosure, governance, or fiduciary obligations. Rather, it requires a proactive strategy to ensure investor protections are preserved within the digital framework. To mitigate risk, we recommend a thorough review of the applicable governance structures, to confirm fiduciary duties remain uncompromised by the shift to a tokenised model.

Markets and Trading Platforms

Regarding markets and trading platforms, our analysis of the Revised Guide highlights a key risk. Companies enabling the secondary trading of tokenised CMPs may qualify as an “organised market.” Depending on the specific execution mechanics and participant arrangements, such a platform may require formal regulatory approval or licensing as an Approved Exchange or a Recognised Market Operator. To avoid unintended regulatory exposure, platform operators should conduct a granular review of their access controls and functionality. This ensures alignment with MAS’ supervisory expectations for secondary market activities, using the checklists provided as an appendix within the Revised Guide.

Venture Capital and Securities Crowdfunding

In the venture capital and securities crowdfunding space, MAS continues to allow capital raising through tokenised structures via private placement and small offer exemptions. However, the burden of compliance remains high. Issuers/Managers/Venues should meticulously align their offer documentation and investor eligibility criteria with established conditions under the SFA, to ensure these exemptions remain valid. The transition to tokenisation necessitates even tighter distribution controls. The regulator expects the same level of rigour in investor screening, regardless of the underlying technology used for the issuance.

Tokenised Capital Markets Products: Key Compliance Themes

The regulators continue to favour a technology-neutral approach that prioritizes economic substance over technical form. A critical takeaway for our clients: regulatory classifications from foreign jurisdictions do not directly carry weight under Singapore law. Each token must be assessed independently under the SFA framework.

To facilitate successful formal engagement with the regulators, we suggest prospective Issuers/Managers/Venues speak to us further, for a better understanding of their obligations. Additionally, it is important to obtain independent legal advice, providing you with product-level clarity.

On the operational front, MAS’s supervisory focus has sharpened around the governance of smart contracts and digital asset custody. This comes alongside a ‘zero-tolerance’ approach to AML/CFT requirements, including rigorous customer due diligence, transaction monitoring, and value transfer controls.

How Curia Regis Can Help

At Curia Regis, we help clients navigate the regulatory considerations associated with the tokenisation of CMPs and related activities by providing structured, pragmatic, and compliance-focused support.

The Guide on the Tokenisation of Capital Markets Products published by MAS, outlines how existing licensing requirements, disclosure obligations, and intermediary obligations under the SFA apply to tokenised CMPs. This spans the entire lifecycle, from issuance to trading, custody, and settlement, and may also involve the Payment Services Act and Financial Advisers Act.

Drawing on our regulatory compliance expertise and detailed understanding of capital markets frameworks, we assist clients across the key stages of tokenised capital markets activities:

We provide regulatory support in:

• Determining the appropriate licensing pathways for entities dealing in tokenised products or operating trading platforms.
• Preparing and reviewing application documentation while guiding clients through MAS-administered legislation and liaison requirements.
• Documenting robust compliance policies, including AML/CFT Screening and transaction monitoring tailored to token operations.
• Developing clear disclosure frameworks that address technology-specific risks and operational considerations for market participants
• Monitoring the dynamic landscape of digital asset regulations and supervisory updates to anticipate future compliance shifts.
• Aligning internal governance models with regulatory norms by defining roles and embedding oversight into business processes.

By combining deep regulatory experience with a practical, solution-oriented approach, Curia Regis supports clients in responsibly implementing tokenised capital markets initiatives. This aligns with applicable laws, guidance, and supervisory expectations.

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**Reference Materials in the Revised Guide

Appendix 1 of the Revised Guidelines provides seventeen case studies. These illustrate when digital tokens are likely, or unlikely, to be classified as CMPs under the SFA. Appendix 2 sets out a simplified Yes/No framework to help entities determine whether MAS engagement is required. Appendix 3 outlines the information required for formal regulatory enquiries, including legal opinions and AML/CFT documentation.