Luxembourg“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 Luxembourg
We build the platform to tokenize bonds, shares and revenue rights in Luxembourg: investor onboarding, ERC-3643 tokens and integration with the DLT issuance account kept by the control agent, coordinated with the law firm that structures the issuance under the dematerialized securities law.
Tokenize your asset
They trust Metlabs to tokenize their assets
Why Luxembourg
Why tokenize assets in Luxembourg?
Luxembourg has adapted its securities law in several reforms since 2019: securities accounts, the issuance account of a dematerialized security and, since December 2024, the control agent can all rely on distributed ledgers. As a result, a share or a bond can be issued and circulate on DLT with a regulated entity that keeps and reconciles the register.
2019
year of the law that treats transfers on a distributed ledger as transfers between securities accounts
CSSF · Law of Mar 1, 20192024
year of the reform that created the control agent, which keeps the securities issuance account on DLT
CSSF · Law of Dec 20, 20242 months
minimum notice a control agent must give the CSSF before starting its activity
CSSF · 2013 Law, art. 21bisWhat gets tokenized
Debt, equity and revenue: what gets tokenized in Luxembourg
Almost every tokenized issuance represents one of these three rights against the issuer. The right determines the vehicle, the applicable law and who keeps the register, and it is settled before the network or the token standard.
| Right | Debt | Equity | Revenue |
|---|---|---|---|
| What is issued | Bonds | Shares | Revenue rights |
| The investor receives | The investor lends to the issuer and receives interest and, at maturity, the principal. | The investor joins the share 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 | SA or SCA | SA or SCA | SA or SCA |
| Register | Issuance account (control agent) | Issuance account (control agent) | Issuance account if a security |
| Law | Dematerialized securities law | 1915 Law and 2013 Law | 1915 Law (parts bénéficiaires) |
| How it is issued | A dematerialized security exists only as an entry in a securities issuance account, which since 2021 can be kept on a distributed ledger. Since the December 2024 reform, that account can be kept by a control agent, a regulated entity that also tracks the holding chain and reconciles the issuance. | Shares in an SA can be registered, bearer or dematerialized, and dematerialized shares can be recorded on DLT. SARL holdings cannot be offered publicly or represented by negotiable securities, and transferring them to third parties requires approval by members holding three quarters of the capital, or half if the articles allow. | An SA can create beneficiary shares (parts bénéficiaires), securities that do not represent capital and whose rights, such as a share of profits, are set by the articles; they can be dematerialized and recorded on DLT. If the right is not a financial instrument and is fungible, it may fall under MiCA. |
Regulation
Regulation guide for LuxembourgWhich regulation applies to tokenization in Luxembourg?
It depends on the right the token represents. A share or a bond is a financial instrument: it follows the 2001 law on the circulation of securities and the 2013 law on dematerialized securities, both amended to allow distributed ledgers, and its public offer follows the EU Prospectus Regulation. If the token is not a financial instrument, it may fall under MiCA, for which the CSSF is Luxembourg's authority.
A dematerialized security is represented only by its entry in a securities issuance account, kept by a settlement organization, a central account keeper or, since 2024, a control agent. The control agent is a credit institution, an investment firm or a settlement organization appointed by the issuer that keeps the account on DLT, tracks the holding chain and checks that what was issued matches what is recorded. It must notify the CSSF at least two months before starting.
Since the 2019 law, transfers recorded on a distributed ledger count as transfers between securities accounts. To reach investors, the EU Listing Act revised the prospectus exemption threshold in 2024, with an option for each country, and the law firm confirms the figure that applies. We coordinate the structure with specialist law firms, and authorized entities, such as the control agent, provide the regulated services.
Luxembourg
FavourableScore100
- Scope
- European Union
- Authorities
- CSSF
- Latest regulatory change
- Jul 2026
Applicable frameworks
| Framework | Applies to | Key authorisations |
|---|---|---|
| MiCA | Crypto-assets and services within MiCA. | CASP authorisation or the Article 60 route according to entity and service. |
| Ley de valores desmaterializados / Blockchain IV | Securities issuance and recording under the statutory conditions. | Activity-specific permissions and control agent notification. |
Our legal partners
Methodology
How we tokenize an asset in Luxembourg, step by step
The four phases of our methodology, with the parties involved in Luxembourg. 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, an SA or an SCA, the amount and the rules of the issuance.
The law firm classifies the token, drafts the documentation and chooses the offer route: prospectus, exempt offer or crowdfunding platform. The issuer appoints the control agent or the entity that will keep the issuance account.
We configure the white label platform with your brand: investor onboarding with KYC, signature, payment and ERC-3643 tokens carrying the offer's rules. The connection to the control agent's issuance account and coupon or dividend schedules are custom development.
With the issuer and, where there is one, the placing entity, we prepare the offer page and measure the journey to a paid subscription. After the issuance, the platform handles distributions, transfers between verified investors and reporting.
Milestones
Tokenization milestones in Luxembourg
The dates that brought securities on distributed ledgers into production in Luxembourg, from the first blockchain law to the first control agent, taken from our regulation guide. Each milestone links to its source.
See the full timelineRecognition of transfers through distributed ledgers
The law of 1 March amends the securities circulation framework. Article 18a permits accounts and transfers through secure electronic mechanisms, subject to its conditions.
CSSF · Securities circulation lawElectronic recording of the issuance account
The amendment to the dematerialised securities law permits secure electronic mechanisms, including distributed ledgers, for the issuance account.
CSSF · Legal text and scope of reformIntroduction of the control agent
The amendment introduces record-keeping, tracking and reconciliation duties, with organisational requirements and prior CSSF notification.
CSSF · Legal text and scope of reformFirst control agent under Blockchain IV announced
Luxembourg for Finance identifies Investre as the first entity entitled to perform this function. The milestone establishes implementation of the reform in the announced case; its permissions do not automatically extend to other operators.
Luxembourg for Finance · Investre announcement
Reviews in Luxembourg
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 Luxembourg?
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 carte d'identité or passport, KYB, AML/CFT checks and a custodial wallet.
- End-to-end investmentE-signature and payment in euros by SEPA transfer or with stablecoin (USDC/EURC).
- ERC-3643 tokensEach token is issued with the offer's rules and linked to the issuance account.
- Issuer consoleProjects, investors, euro reconciliation, interest payments and reporting.
- Compliance and audit trailKYC and AML/CFT file for each 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 Luxembourg
What we are asked before a project starts.
Talk to our teamIs asset tokenization legal in Luxembourg?
Yes. Luxembourg law allows securities accounts and issuance accounts to be kept on distributed ledgers, and treats transfers recorded on them as transfers between accounts. What requires authorization is the activity: keeping the issuance account as a control agent, custody or placing the issuance. MiCA regulates crypto-assets that are not financial instruments.
Can holdings in a Luxembourg SARL be tokenized?
Not as securities: company law prohibits offering them publicly or representing them with negotiable securities, and transferring them to third parties requires approval by members holding three quarters of the capital, or half if the articles allow. An SARL can instead convert into an SA to issue dematerialized shares.
How much can be raised without a prospectus in Luxembourg?
It depends on the route. A crowdfunding platform allows up to €5 million per project owner over 12 months. Outside it, the exemption threshold is set by the EU Prospectus Regulation, which the Listing Act revised in 2024 with a national option, and the law firm confirms the figure that applies to each offer.
Does the token give ownership of the property?
Not by itself. If the vehicle invests in real estate, the token represents a position against the vehicle, such as a share, a bond or a beneficiary share, without conferring direct ownership of the building. The documentation must set out what the investor acquires and how it is transferred, including on key loss or insolvency.
Asset tokenization
Assets we tokenize in Luxembourg.
Asset tokenization
Articles on tokenization
MiFID II and tokenization: classification, services and limits
MiFID II and tokens: financial instrument classification, investment services and the distinction from MiCA before designing an issuance.
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.
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 Luxembourg
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 KongBrazilEcuadorFranceIndiaPanamaAndorraAustriaBahrainBelgiumBoliviaCanadaCosta RicaCubaCyprusCzechiaDenmarkDominican RepublicEl SalvadorEstoniaFinlandGreeceGuatemalaHondurasHungaryIrelandIsraelItalyJapanKuwaitLiechtensteinLithuaniaMaltaMonacoMoroccoNetherlandsNew ZealandNicaraguaNigeriaNorwayOmanParaguayPolandPuerto RicoQatarRomaniaSan MarinoSaudi ArabiaSeychellesSouth AfricaSouth KoreaSwedenTurkeyUruguayVenezuela
