From issuance to distribution: The next phase of RWA tokenisation

In a maturing market, the tokenisation of real world assets is a now genuine, developing and proven product. The tokenised RWA market has grown 166% over the past year (source: rwa.xyz).

If you asked most market participants three or four years ago what tokenisation meant, the answer would have been largely focused on theory and experimentation. It was a concept that hadn’t yet fully translated into real financial infrastructure, but as tokenisation moves from concept to implementation, the question now is how we structure, regulate and make them usable in real world markets.

Asset managers, issuers and sponsors should now be actively assessing how tokenised structures can enhance liquidity, broaden investor access and future-proof their offering.

This article discusses the market shift and legal and custodial requirements of real world asset (RWA) tokenisation, as well as its integration beyond the technology.

Why is the tokenisation of RWAs gaining momentum?

BlackRock CEO Larry Fink said in October last year "we’re at the beginning of the tokenisation of all assets" with Paul Atkins, the SEC Chair, making a similar statement in a December 2025 interview "all US markets will be on-chain within two years".

The popularity of RWAs has grown thanks largely to their breadth of offering, liquidity and flexibility. The developments in this space are increasingly moving towards building investable products with institutional standards around them, with a wider offering of underlying asset classes.

RWAs are particularly compelling because they combine digitised ownership with exposure to something more familiar and tangible, whether that is a commodity, real estate, private debt or a fund product. That creates the potential for broader access and lower barriers to entry, greater flexibility, reduced cost and more efficient market infrastructure.

However, a tokenised asset will only succeed where there is a clear reason for investors to hold it and a market infrastructure capable of supporting it. This is particularly true for commodity-backed tokens. There needs to be clear legal title to the underlying asset with the title, ownership and insolvency risks clearly documented. There must be reliable custody arrangements including whether the underlying commodity asset is linked to a particular token or whether the token relates to a pro-rata share of a wider pool of commodities.

The classification of the custody of the underlying assets will impact other considerations including counterparty risk, insolvency risk, the ability to grant security over the token and the redemption mechanics and options. Investors also expect transparent, verifiable and on-chain proof of reserves of the assets backing the tokens. Independent audits, insurance coverage and robust disclosure all become essential components of investor protection and tie into the marketability of the product based on investor confidence in the underlying RWA token offering. Token issuers must ensure compliance with the anti-money laundering regimes, implementing counter terrorist financing and counter proliferation financing measures, as well as international sanctions compliance and ongoing monitoring to ensure compliance with applicable laws and mitigation of risk.

The next phase: integrating RWAs into the broader market

Many tokenised assets have historically lacked real utility once issued – they remained on-chain but often in relatively closed systems without integration into broader financial markets. When people talk about tokenisation of RWAs, the focus is often on the technology, blockchain, programmability, fractionalisation and faster settlement. Tokenisation of RWAs is more than this. It is about taking assets that have traditionally sat in conventional legal and financial structures and structuring them to make them move more effectively through digital infrastructure without losing legal certainty or commercial credibility.

The BVI and the Cayman Islands remain market leaders in this space. They offer a flexible but well-understood legal and regulatory environment with a technology-neutral approach and focus on the substance of the activity being carried on, rather than the novelty of the technology itself. The regulatory perimeter is clear and participants must understand which functions sit inside and outside it as well as how to structure accordingly.

It is also important to understand that in the BVI, the mere issuance of tokens is not a regulated activity without additional business activities. A clear legal analysis should be undertaken and compliance obligations should be identified so that robust policies can be put in place and adhered to, ensuring compliance with regulatory obligations. If a structure moves into exchange, custody or other regulated virtual asset service activities, the analysis changes.

Tokenisation in action: Ogier advises NUVA

Ogier advises NUVA on its marketplace connecting issuers and users to a new range of financial products allowing exposure to institutional-grade RWAs through permissionless infrastructure with permissioned access. Backed by Animoca Brands and Nuva Labs, NUVA, launched on the Ethereum blockchain, utilises a combination of BVI and Cayman Islands structures to provide a platform which bridges institutional-quality RWAs to decentralised finance (DeFi). On its launch, NUVA brought approximately US$19 billion worth of tokenised assets on chain, sourced from traditional financial markets. In doing so, NUVA's model has opened up institutional grade products to retail participants who typically cannot access them through traditional finance channels.

NUVA's platform launched with two initial products. The first being nvYLDS, a treasury-linked yield vault tied to a US SEC-regulated stablecoin backed by short-dated treasuries and bank deposits, which carries more than US500 million in circulating supply. The second is nvPRIME, a token backed by an US$18.4 billion portfolio of home equity lines of credit, currently offering yields above 7%.

Users interact with the platform by depositing stablecoins into asset-backed vaults. In return, they receive ERC-20 tokens that are a receipt of the assets deposited and represent a proportional interest in the vault. Crucially, those tokens are not static. They can be traded, used as collateral or integrated into other DeFi applications.

NUVA goes beyond simply creating static digital wrappers and becomes creating composable financial instruments. The NUVA project demonstrates that tokenisation is now operating at institutional scale. These are not experimental products; they are tied to real balance sheets and real capital markets. It also shows how distribution is evolving. Tokenisation can extend access to assets that were previously restricted, although that still needs to be balanced carefully with regulatory requirements and ongoing governance. Perhaps most importantly, it also highlights that tokenisation is becoming part of the underlying infrastructure of financial markets. The focus is shifting away from issuance and towards distribution.

How Ogier can help

Market participants should consider how tokenisation may enhance an investment proposition and complement existing structures and strategies. Early engagement with legal, regulatory and technological considerations will be key to successfully capturing the opportunities in this evolving space.

Ogier has a track record of assisting clients in the launch and ongoing compliance of tokenised projects, drawing on the expertise of our dedicated Technology and Web3 team, together with regulatory specialists across multiple jurisdictions. Our experience spans structuring tokenised vehicles, addressing governance, risk management, and navigating the regulatory requirements imposed by local regulators.

Ogier's Technology and Web3 experts in the Caribbean will be at Fintech on the Seas on Necker Island from 22-24 June 2026. If you are attending, they would be happy to meet with you to discuss the contents of this article.

For more information, contact our team below.

About Ogier

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice