Monetary Authority of Singapore issues revised Guide on Tokenisation of Capital Markets Products

Tokenisation has the potential to increase access to financial markets via opening up ownership of previously inaccessible assets, particularly for retail investors and people in emerging economies who have found it difficult to access traditional financial institutions.

In light of the potential benefits of tokenisation, the Monetary Authority of Singapore (“MAS”) has issued a revised Guide on the Tokenisation of Capital Markets Products (the "Guide"), replacing the earlier "Guide to Digital Token Offerings". This update reflects the growing interest in tokenising traditional capital markets products (“CMPs”) using distributed ledger technology (“DLT”), while providing greater regulatory clarity to support responsible innovation in Singapore's digital asset ecosystem.

If you wish to issue or offer digital tokens in Singapore, MAS stated that you are encouraged to seek professional advice from qualified legal practitioners to determine if your proposed digital tokens fall within the definition of a CMP which may trigger licensing requirements (“Token Assessment”). MAS has also stated that if you wish to write to MAS regarding a Token Assessment, you would be required to obtain a legal opinion from a Singapore-qualified lawyer. We are able to assist should you require any such legal assistance. 

Key highlights

1. Regulatory treatment remains substance-based

MAS adopts a technology-neutral approach. The tokenisation of a CMP (e.g., shares, debentures, units in collective investment schemes, or derivatives contracts) does not alter its underlying legal and economic substance. Tokenised CMPs continue to be regulated under the Securities and Futures Act 2001 (“SFA”) and the Financial Advisers Act 2001 (“FAA”) in the same manner as their non-tokenised counterparts. This is based on the principle of “same activity, same risk, same regulatory outcome”.

Things to take note include:

• Offers or issuances of tokenised CMPs may trigger prospectus requirements under the SFA, unless exemptions apply.
• Intermediaries facilitating dealing, trading, or advisory services in tokenised CMPs may require a capital markets services licence or financial adviser licence.

The requirements can apply extra-territorially if activities are intended to (or likely to) reach persons in Singapore.

2. Additional risks and disclosure expectations

Tokenisation introduces specific risks beyond those of traditional CMPs, including:

• Technology and cyber risks (e.g., DLT network malfunctions, smart contract vulnerabilities, security breaches leading to theft or loss of tokens).
• Risks associated with public-permissionless blockchains.
• Risks relating to arrangements with third-party service providers (e.g., providing DLT infrastructure).
• Risks associated with custody arrangements for tokenised SMPs (e.g., loss/theft of private key(s))
• Potential pricing or liquidity risks due to limited active trading market for tokenised CMPs.

Issuers and intermediaries are expected to provide clear disclosures about these risks in offering documents, marketing materials, contracts, and investor communications.

3. Distribution safeguards for complex tokenised products

Tokenised CMPs classified as complex investment products are subject to enhanced customer protection measures, including requirements for financial institutions to assess customers' knowledge and experience before allowing investment in such products.

4. Implications for platforms and service providers

Entities operating platforms for secondary trading or custody of tokenised CMPs should evaluate whether their activities constitute regulated activities under the SFA (e.g., operating an organised market or providing custodial services).

MAS’ assessment focuses on the nature of the activities performed, rather than the technological form adopted or how an entity characterises its role.

MAS may regard an entity as providing custodial services where it has the ability to control access to a token (including through holding one of several private keys or key shards), even if it does not have sole or exclusive control.

Firms exploring innovative tokenisation models may consider applying for MAS' regulatory sandbox.

What this means for you

This revised Guide signals MAS' supportive stance toward asset tokenisation while emphasising investor protection and risk management. Financial institutions, asset managers, issuers, and platforms involved in (or considering) tokenised CMPs should:

• Recognise that regulatory obligations are assessed based on the activities performed, rather than the technological form or business label adopted.
• Review existing or planned tokenisation structures across the full product lifecycle to assess compliance with SFA and FAA requirements.
• Enhance risk disclosures and internal governance frameworks to address risks relating to DLT and smart contracts.
• Assess whether any digital tokens may fall within both the SFA and other regulatory regimes (e.g., the Payment Services Act 2019), particularly in hybrid or novel structures, to identify all applicable licensing and compliance requirements and avoid gaps in regulatory compliance.
• Assess licensing needs for intermediary activities.
• Seek early legal advice to determine whether proposed digital tokens constitute capital markets products under the SFA, and to ensure that any tokenisation activities comply with applicable regulatory requirements in Singapore.

Do reach out to us should you require assistance. 

This article is produced by our Singapore office, Bird & Bird ATMD LLP. It does not constitute legal advice and is intended to provide general information only. Information in this article is accurate as of 16 December 2025.