Tokenising Real World Assets in Australia

Key Takeaways

• Whether a token is a financial product turns on the rights it carries, and tokenising a real world asset almost always means creating rights.
• Tokenised real world assets can constitute managed investment schemes under the Corporations Act 2001 (Cth) depending on structure.
• The Corporations Amendment (Digital Assets Framework) Act 2026 (Cth) commences on 9 April 2027 and regulates the platform and custody layer a tokenisation project relies on.
• Custody of both the token and the underlying asset is a core structuring decision, not an implementation detail.
• The structure should be designed before the technology is built, because the token inherits the legal character of whatever the structure creates.

1. 1.In Brief
2. 2.The Token Is the Receipt, Not the Thing
3. 3.The Scheme Question
4. 4.The Platform Layer Is Regulated Too
5. 5.Sequence Decides the Outcome
6. 6.Frequently Asked Questions

The pitch is always the same. Take an asset that is hard to divide, a building, a fund interest, an invoice book, a vault of something valuable, and put it on chain so people can hold a piece of it. The technology works. The commercial logic can work. What the pitch never mentions is that dividing an asset among holders and managing it for their benefit is one of the oldest regulated activities in Australian law, and doing it with a token instead of a paper certificate changes the format, not the law.

In Brief

• Whether a token is a financial product turns on the rights it carries, not what the whitepaper calls it.
• Tokenised real world assets can constitute managed investment schemes under the Corporations Act 2001 (Cth) depending on structure.
• The new digital assets framework, commencing 9 April 2027, regulates the platform and custody layer these projects rely on.
• Custody of the token and custody of the underlying asset are separate questions and both are structuring decisions.
• The legal structure should be settled before the build, because the token inherits the character of whatever the structure creates.

The Token Is the Receipt, Not the Thing

Strip any real world asset tokenisation to its bones and you find three elements. An asset, held somehow. A set of rights in or against that asset, created somehow. And a token that represents those rights. Of the three, the token is the least legally interesting. It is the receipt. The law cares about the other two, because whether a token is a financial product turns on the rights it carries, and in a tokenisation project the entire purpose of the exercise is to create rights.

That is what separates this space from payment tokens. A project can at least argue about what rights a payment token carries. A real world asset token that carried no rights would be a receipt for nothing, and nobody would buy it. The rights are the product. Which means the legal characterisation question is not a risk lurking at the edge of the project. It is the centre of it.

The Scheme Question

Here is the pattern that catches most projects. Investors contribute money. The contributions are pooled, or used in a common enterprise, to acquire or hold an asset. Someone other than the investors operates the arrangement, and the investors expect a benefit from that operation. Arrangements with that shape can constitute managed investment schemes under the Corporations Act 2001 (Cth), and tokenised real world assets can land inside that definition depending on structure. The token does not change the analysis. The structure behind it is the analysis.

Depending on structure is the phrase doing the work in that paragraph, and it cuts both ways. Some structures walk straight into the scheme definition and trigger everything that follows from it. Others are deliberately built to sit elsewhere, and the difference between the two is not visible in the token, the app or the marketing. It lives in the legal architecture: who holds what, who owes what and what a holder can actually demand. Two projects tokenising the same building can sit on opposite sides of the line. That is not a loophole. It is what structure means, and it is why the architecture deserves more design effort than the smart contract.

The Platform Layer Is Regulated Too

A tokenisation project does not end at issuance. The tokens have to be held, traded and settled somewhere, and that layer has its own incoming law. The Corporations Amendment (Digital Assets Framework) Act 2026 (Cth) received royal assent on 8 April 2026 and commences on 9 April 2027. It creates two regulated categories, digital asset platforms and tokenised custody platforms, requiring an Australian financial services licence, with obligations covering safeguarding client assets, disclosure, misleading conduct and dispute resolution.

For a tokenisation project the implication is layered. The issuer's structure is one analysis. The platform the tokens live on is another, and custody is a core structuring decision that runs through both, because custody of the token and custody of the underlying asset are separate questions with separate answers. A project that has thought hard about one and not the other has thought about half its structure.

Sequence Decides the Outcome

The successful projects in this space share a boring secret. The legal structure was designed first and the technology was built to match it. The struggling projects did it in the other order, built the platform, minted the tokens and then asked what they had created. By then the rights existed, the holders existed and the characterisation was whatever the structure had accidentally produced. There is a navigable path for tokenising real world assets in Australia. It starts with the structure, it runs through custody and the platform layer, and the time to walk it is before launch, when every option is still open and every fix is still cheap.

Frequently Asked Questions

Is a tokenised real world asset automatically a financial product?

No, and it is not automatically safe either. The answer turns on the rights the token carries, which are created by the project's structure. That is why the same asset can be tokenised into very different legal outcomes.

When is a tokenisation project a managed investment scheme?

Tokenised real world assets can constitute managed investment schemes under the Corporations Act 2001 (Cth) depending on structure. Whether a specific project falls inside the definition is an analysis of who contributes, who operates and what holders are entitled to, done on the actual documents rather than the pitch deck.

Does the new digital assets framework affect tokenisation projects?

Yes, at the platform layer. From 9 April 2027 digital asset platforms and tokenised custody platforms require an Australian financial services licence, with obligations covering safeguarding client assets, disclosure, misleading conduct and dispute resolution. How that touches your project depends on where the tokens are held and traded.

We have already launched. Is it too late to fix the structure?

Late is not the same as too late, but the options narrow after launch and some retrofits are painful. If the structure was never analysed, the priority is finding out what you have actually created, under privilege, before anyone else asks the question.

Tokenising an asset, operating the platform or investing in either? The wider map is at our digital assets hub. For the analysis specific to your structure, Contact Astris Law for a fixed fee consultation or call (07) 3519 5616.

This article is for general information purposes only and does not constitute legal advice and should not be relied on as such. While we take reasonable care to ensure the accuracy of the information provided, we make no representations or warranties as to its completeness, currency or reliability. We accept no liability for any loss or damage arising directly or indirectly from the use of, or reliance on, this website's content. You should always seek professional advice tailored to your specific circumstances before acting on any information in this article. Liability limited by a scheme approved under Professional Standards Legislation.