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, providing 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 permutation of the capital markets landscape that 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.

Revised Guide 2025 vs. Digital Token Offerings (DTO) Guide 2020: Key Developments and Practical Impact

The underlying regulatory philosophy of MAS remains unchanged: “same activity, same risk, same regulatory outcome”, applied in a technology-neutral manner to define when a Digital Token is deemed a Capital Markets Product (CMP) as defined 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. The expectation is that Issuers/Managers will 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, including smart contract vulnerabilities, cybersecurity threats, custody arrangements, and governance over operational controls. Tokenised CMPs are also expressly treated 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 across 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 and helps Issuers/Managers/Venues assess regulatory considerations across the broader product lifecycle.

The Revised Guide enhances legal clarity for those in the market, while also strengthening expectations related to disclosure standards, measures for investor protection, and controls for operational risk. 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/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, additional Disclosure Illustrations identifying specific attributes of the tokenised CMP(s) have been provided – 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.

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

Regarding markets and trading platforms, our analysis of the Revised Guide highlights the possibility of companies enabling the secondary trading of tokenized CMPs to qualify as an “organized market.” Depending on the specific execution mechanics and participant arrangements, there is a distinct possibility that such a platform may require formal regulatory approval/licensing as an Approved Exchange or a Recognised Market Operator. To avoid unintended regulatory exposure, platform operators are suggested to conduct a granular review of their access controls and functionality to ensure alignment with MAS’ supervisory expectations for such secondary market activities, and this can be done via the checklist(s) provided as an appendix within the Revised Guide.

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

MAS Guidance: 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 is that 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, it is suggested that prospective Issuers/Managers/Venues speak to us further to give them 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, we note that MAS’s supervisory focus has sharpened around the governance of smart contracts and digital asset custody, 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 the MAS outlines how existing licensing requirements, disclosure obligations, and intermediary obligations under the SFA (and possibly the Payment Services Act and the Financial Advisors Act as well) apply to tokenised CMPs across the entire lifecycle, from issuance to trading, custody, and settlement arrangements.

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