Canada“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
Asset tokenization in Canada
We build the platform to tokenize debt, shares and revenue rights in Canada: investor onboarding, ERC-3643 tokens and on-chain holder records, coordinated with the law firm that structures the issuance under provincial securities law and the NI 45-106 prospectus exemptions.
Tokenize your asset
They trust Metlabs to tokenize their assets
Why Canada
Why tokenize assets in Canada?
Canada has no dedicated regime for tokenized securities: provincial regulators apply their general securities law to a tokenized issuance. The prospectus exemptions harmonized in NI 45-106 allow issuing to accredited investors or with an offering memorandum, and start-up crowdfunding reaches C$1.5 million over 12 months.
C$1.5M
maximum over 12 months under the start-up crowdfunding exemption, through a funding portal
CSA · NI 45-110C$1M
in net financial assets, alone or with a spouse, makes an individual an accredited investor
CSA · NI 45-10610
days to file the report of exempt distribution after issuing to accredited investors or with an offering memorandum
CSA · NI 45-106What gets tokenized
Debt, equity and revenue: what gets tokenized in Canada
Almost every tokenized issuance represents one of these three rights against the issuer. Because all three are usually securities, the right mainly determines the vehicle, the prospectus exemption and who can buy, and it is settled before the network or the token standard.
| Right | Debt | Equity | Revenue |
|---|---|---|---|
| What is issued | Debentures and notes | Shares | Revenue rights |
| The investor receives | The investor lends to the issuer and receives interest and, at maturity, the principal. | The investor joins the company's capital: dividends, voting rights and a share of any sale or liquidation. | The investor receives a share of the income from an asset: rents, energy sold, sales or royalties. |
| The token enforces |
|
|
|
| Issuer | Corporation (Inc., Ltd. or Corp.) | Federal or provincial corporation | Corporation or limited partnership |
| Register | Issuer's securities register | Issuer's securities register | Issuer's securities register |
| Law | Provincial securities law | CBCA or provincial law | Provincial securities law |
| How it is issued | Bonds, debentures and notes are securities under provincial law (British Columbia's statute lists them), and federal corporate law lets directors issue debt without shareholder approval unless the articles provide otherwise. With no dedicated DLT regime, the token is issued under a prospectus exemption. | Under the federal corporations statute (CBCA), the company keeps a securities register with holders, amounts and transfers, which it may maintain electronically if it can reproduce the information in intelligible written form. Common shares qualify for start-up crowdfunding, as do limited partnership units. | British Columbia's statute, for example, treats as a security a document evidencing an interest in the profits, earnings or royalties of a person, as well as an investment contract. It is not an eligible security for start-up crowdfunding, so it relies on exemptions such as the accredited investor or offering memorandum exemptions. |
Regulation
Regulation guide for CanadaWhich regulation applies to tokenization in Canada?
There is no federal securities law: each province and territory has its own statute and regulator, coordinated through the Canadian Securities Administrators (CSA). A token representing debt, shares or a revenue right is usually a security, and its issuance needs a prospectus or an exemption, such as those harmonized in NI 45-106.
The accredited investor exemption allows sales to individuals with more than C$1 million in net financial assets, net income before taxes above C$200,000 in each of the last two years, or net assets of at least C$5 million. The offering memorandum exemption opens the issuance to more investors in exchange for an offering document and a signed risk acknowledgement, with per-investor limits in several provinces. Under both, the issuer files the report of exempt distribution within 10 days.
Start-up crowdfunding under NI 45-110 allows raising up to C$1.5 million over 12 months through a portal, with a cap per investor of C$2,500 in each offering, or C$10,000 if a registered dealer advises that it is suitable. To place securities issued under an exemption, NI 31-103 provides a dedicated registration category, the exempt market dealer.
In March 2026 the CSA launched Project Tokenization to study how the technology fits within securities law, starting with a phase of stakeholder engagement and research. We coordinate the structure with specialist law firms, and registered dealers and portals provide the regulated services.
Canada
FavourableScore73
- Authorities
- Provincial and territorial regulators, CIRO and FINTRAC; Bank of Canada for the forthcoming stablecoin framework
- Latest regulatory change
- Mar 2026
Key authorisations
- Securities registration and relief according to activity and territory
- CIRO membership for the investment dealer route
- FINTRAC MSB/FMSB registration where applicable
Our legal partners
Methodology
How we tokenize an asset in Canada, step by step
The four phases of our methodology, with the parties involved in Canada. The law firm and our engineering team work in parallel from the asset review to investor acquisition.
We review the asset's title, encumbrances and cash flows, and decide with the issuer whether the token will be debt, shares or a revenue right. That sets the vehicle, a corporation or a limited partnership, the amount and the provinces where investors will be.
The law firm classifies the token, drafts the issuance documents and chooses the prospectus exemption based on each investor's province: accredited investor, offering memorandum or start-up crowdfunding. If an intermediary places the issuance, it must be registered, for example as an exempt market dealer.
We configure the white label platform with your brand: investor onboarding with KYC, collection of accredited investor evidence or the risk acknowledgement, signature, payment and ERC-3643 tokens carrying the offering's rules, such as the investor's province and the resale restricted period. The connection to the securities register is custom development.
With the issuer and, where there is one, the dealer or portal placing the issuance, we prepare the offering page and measure the journey to a paid subscription. After the issuance, the platform handles distributions, transfers between verified investors and the data for the report of exempt distribution.
Reviews in Canada
What do our clients think of Metlabs?
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
Platform
What does our white label tokenization platform include in Canada?
The investor portal, ERC-3643 tokens and issuer console, under your brand. Out of the box it handles onboarding, signing, payment and distributions; anything else your issuance needs, such as a local payment method or a connection to your bank or custodian, we build on the same platform.
Request a demo
- Your brand and domainYour visual identity and legal notices across the investor portal.
- Investor onboardingSign-up, KYC with driver's licence or passport, KYB, PCMLTFA and a custodial wallet.
- End-to-end investmentE-signature and payment in Canadian dollars by wire, or with stablecoin (USDC).
- ERC-3643 tokensEvery subscription is issued under the accredited investor rules of NI 45-106.
- Issuer consoleProjects, investors, Canadian dollar reconciliation, distributions and reporting.
- Compliance and audit trailKYC file, sanctions screening and accreditation per investor, and an exportable audit log.
Institutional custody, integrated
We integrate custody and key management providers through their APIs, including Fireblocks, BitGo, Coinbase Prime, Anchorage Digital, Copper and Ledger Enterprise. Depending on the provider and model, keys are managed with MPC or multisig so that none depends on a single device. If the token is a security, custody on behalf of clients is provided by an authorized entity.
FAQ
Frequently asked questions about tokenization in Canada
What we are asked before a project starts.
Talk to our teamIs asset tokenization legal in Canada?
Yes. The CSA apply general securities law to token offerings: if the token is a security, it needs a prospectus or an exemption, and having a technical function does not change that classification on its own. What requires registration is the activity, such as placing securities for others or operating a trading platform.
Which type of company is used to tokenize in Canada?
It can be a corporation incorporated under federal law (CBCA) or a province's statute, which keeps the register of its securities, or a limited partnership. The choice affects the offering route: start-up crowdfunding accepts common shares, non-convertible debt at a fixed or floating rate and limited partnership units, but not a revenue right.
How much can be raised without a prospectus in Canada?
Under the accredited investor exemption there is no dollar cap for the issuer: the limit is on who can buy. Start-up crowdfunding allows up to C$1.5 million over 12 months, and the offering memorandum exemption sets per-investor limits in several provinces. The law firm confirms the route based on each investor's province.
Can a company outside Canada issue to Canadian investors?
The accredited investor and offering memorandum exemptions do not require the issuer to be based in Canada, and the report of exempt distribution is filed in the province where the distribution takes place. Start-up crowdfunding, by contrast, requires the issuer to have its head office in Canada.
Asset tokenization
Assets we tokenize in Canada.
Asset tokenization
Articles on tokenization
Real Asset Tokenization: How RWA Tokenization Works
How to structure an RWA project: holder rights, issuance, recordkeeping, payments and recovery. What blockchain adds and what depends on the legal arrangement.
What are the differences between security tokens and utility tokens?
How to distinguish financial rights from service access, what legal classification examines and why a token’s name does not determine its regulation.
OpenZeppelin and ERC-3643: how a security token is built
What OpenZeppelin libraries and ERC-3643 controls provide, and what a securities issuance also requires: rights, permissions, operations and review.
Tokenize your asset in Canada
Tell us which right you want to issue and we will propose the technical structure, timeline and phased budget.
Where we are
We're your tokenization company in:
Metlabs Offices
Av. García Sabell, 1, Edificio Proa 15009 A Coruña, Spain
We tokenize assets in
SpainUnited StatesUAEUnited KingdomMexicoSingaporeAustraliaSwitzerlandColombiaArgentinaChilePeruPortugalGermanyHong KongBrazilEcuadorFranceIndiaPanamaAndorraAustriaBahrainBelgiumBoliviaCosta RicaCubaCyprusCzechiaDenmarkDominican RepublicEl SalvadorEstoniaFinlandGreeceGuatemalaHondurasHungaryIrelandIsraelItalyJapanKuwaitLiechtensteinLithuaniaLuxembourgMaltaMonacoMoroccoNetherlandsNew ZealandNicaraguaNigeriaNorwayOmanParaguayPolandPuerto RicoQatarRomaniaSan MarinoSaudi ArabiaSeychellesSouth AfricaSouth KoreaSwedenTurkeyUruguayVenezuela
