On 2 October 2026, the CSSF published its FAQ – Tokenisation which provides useful guidance to market players on the tokenisation of fund units issued by undertakings for collective investment (UCIs) on distributed ledger technology (DLT) and the regulatory requirements to be taken into account.
Background
The CSSF's clarifications on tokenisation touch upon three main subjects: (i) the native issuance of fund units and their legal forms; (ii) the interaction between the role of the UCI administrator in charge of the registrar function (UCIA) and the control agent for dematerialised securities, as defined by the amended law of 6 April 2013 on dematerialised securities (Law of 2013); and (iii) the regulatory requirements applicable to the control agent.
The FAQ opens up new opportunities for market participants to consider innovative set-ups involving different service providers. That said, the CSSF also clarifies the regulatory requirements applicable to control agents and emphasises compliance with the core functions applicable to UCIAs.
To this effect, the CSSF takes a dialogue-oriented approach to new projects and requires entities wishing to engage with it for the first time to provide a full presentation pack (containing, for instance, the lifecycle of the assets, their legal qualification, the roles of stakeholders, and any regulatory assessment the entity may have already carried out). More broadly, the FAQ reflects the CSSF's expectation that stakeholders engage with it at an early stage of the project to facilitate the assessment process and help identify potential regulatory considerations.
DLT-native issuance of fund units
The FAQ confirms that, in accordance with the principle of technological neutrality, UCIs may issue units or shares directly on DLT, provided their operating model complies with the relevant regulatory framework.
The CSSF clarifies in this respect that the use of DLT does not determine the legal form of the underlying securities. Accordingly, UCIs may issue securities in registered form (titres nominatifs), in which case the UCIA may hold the shareholder register (registre nominatif) through the DLT. UCIs may also issue shares in dematerialised form (titres dématérialisés), in which case a control agent could be appointed.
Interaction between role of control agent and of UCIA
The CSSF also confirms that the role of control agent does not replace that of the UCIA, as the control agent's functions do not cover all the regulatory functions applicable to the UCIA, as listed in paragraphs (19) and (20) of Circular CSSF 22/811 on the authorisation and organisation of entities acting as UCI administrators (Circular 22/811).
In this respect, the FAQ clarifies that, unless the control agent is also authorised and appointed to perform the registrar function for the UCI, the UCIA will need to perform all residual tasks provided for in points (19) and (20) of Circular 22/811.
Issuance of both traditional and tokenised units and appointment of multiple UCIAs
The CSSF confirms that multiple entities may be appointed for the performance of the registrar function in the event that the UCI issues both traditional and tokenised units, so long as the following conditions are met:
- (i) sound supervision and cost management – the division of the registrar function must not result in a fragmentation which renders the exercise of the coordination and general supervisory function difficult, if not impossible, or which unnecessarily increases costs by unjustified duplication or complexity of the operating model;
- (ii) disclosure requirements – the investment fund manager (IFM) must ensure that the operating model, as well as the potential risks and its implications, are adequately disclosed to investors of the UCI. The FAQ further clarifies that where several entities are involved in the maintenance of the register of investors, the offering documentation should clearly identify the relevant entities and describe their respective roles and responsibilities within the overall operating model;
- (iii) consolidated view of the share issuance – an entity (the IFM and/or one of the UCIAs) must maintain a consolidated view of the units/shares issued by the UCI to ensure that all other relevant UCI administration functions/tasks can be performed (e.g. calculation of the NAV per share, calculation of distributions and capital calls, etc);
- (iv) risk management requirement – the IFM and/or the UCI must ensure that any additional risks arising from the division of responsibilities among the relevant UCIAs are properly managed;
- (v) compliance with the law of 10 August 1915 on commercial companies, as amended (Law of 1915) – full compliance with all relevant provisions of the Law of 1915 must be ensured, including, where applicable, the obligation to maintain a register of all registered shares at the UCI's registered office.
The FAQ also serves as a reminder that the introduction of DLT-based operating arrangements by a UCIA may constitute a substantial change requiring prior CSSF approval, notably under the framework established by Circular 22/811. Fund administrators and management bodies should therefore carefully assess whether the implementation of tokenisation-related arrangements triggers any regulatory notification or approval requirements.
Regulatory requirements applicable to role of control agent
The FAQ goes on to clarify various points relating to the control agent:
- Applicants located in another Member State wishing to act as control agent – such applicants must first inform their home competent authority and ensure that the CSSF is in a position to verify, before the exercise of any control agent activity, that the competent authority will assist the CSSF in obtaining all relevant information necessary to ascertain compliance with the requirements provided for by the Law of 2013.
- DORA requirements – entities acting as control agents are fully subject to the requirements of Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (DORA) and must ensure that they have information-processing systems and control and security arrangements suitable for the performance of their duties as control agent, including by applying their DORA compliance framework to their control agent activities.
- Option to have recourse to third-party service providers – control agents may have recourse to third-party service providers (e.g. for smart contract development and/or administration).
The FAQ indicates that the CSSF considers it highly likely that control agent activities constitute a critical or important function (CIF) within the meaning of the applicable outsourcing and DORA frameworks, the outsourcing of which would be subject to a notification requirement as further detailed by Circular CSSF 25/882. However, where the applicant's self-assessment concludes otherwise, the CSSF requests to be informed in advance of any official notification and provided with a robust rationale supporting this conclusion.
- Timing for notification of control agent activities – applicants are reminded that they must notify the CSSF at least two months before launching their control agent activity. The FAQ notes that applicants must also factor in the timing constraints applicable to other notifications (e.g. a potential outsourcing of the activity to an ICT third-party service provider) that may need to be submitted in connection with their control agent activity, as this may also affect the overall timeline for notifying the control agent activities.
How Arendt can help
The experts in Arendt's Investment Management team and Banking & Financial Services team have extensive experience with tokenisation projects and are available to answer any questions about how this FAQ may affect your business and projects.
In particular, Arendt can assist fund promoters, management companies, AIFMs and service providers in assessing the regulatory implications of tokenisation projects and ensure that innovative structures are implemented in a compliant and seamless manner.
Authors:
- Marc Mouton, Partner at Arendt
- Henning Schwabe, Partner at Arendt
- Pierre-Yves Mauchard, Senior Associate at Arendt
- Francisco Torrens Bermo, Senior Associate at Arendt
