澳大利亚的代币化——常见结构及其在澳大利亚法律下的解释

Common Structures and HowThey AreInterpreted Under Australian Law Australia – April 2026 On 8 April 2026, the Corporations Amendment(Digital Assets Framework) Act 2026 receivedroyal assent. The act has accordingly movedbeyond the proposal stage and is now enactedlaw, with the new regime to commence12 months after royal assent and industryparticipants then expected to navigatethe applicable transition and compliancetimetable. In our earlier commentary, weaddressed the key features of the legislativeframework itself. This article turns to arelated but distinct question: the commontokenisation structures we have seen beingused in practice, and how those structuresmay be analysed under Australian law. Practical Structuring and RegulatoryConsequences A more useful approach is, therefore, to begin with thecommon tokenisation structures currently seen in themarket and then assess how Australian law is likely toanalyse each. In broad terms, those structures include: (a)Tokenised special purpose vehicle (SPV) structures,where the token represents rights in a vehicleholding the underlying asset (b)Tokenised feeder or pooled investment structures,where token holders obtain exposure to a fund orcommon enterprise (c)Tokenised debt instruments, where the tokenevidences rights to repayment of principal and usuallyinterest (d)Direct asset tokenisation models, where the tokenis intended to correspond more directly to theunderlying asset or asset-backed entitlement Tokenisation is often described as the process of putting real-world assets on-chain. That is commercially helpful, but legallyit can be misleading, particularly in Australia. Each structure can produce a different regulatoryoutcome under Australian law. Depending on the rightsattached and the surrounding legal arrangement, thetokenised product may amount to a share, debenture,interest in a MIS, derivative or noncash payment facility,or may fall outside the financial product perimeteraltogether. Likewise, the platform or service providerinvolved may need to consider not only AustralianFinancial Services Licence(AFSL)-related issues,including under the new Digital Assets Framework laws,but also whether its activities amount to custody, dealing,arranging or even operating a financial market. Under Australian law, tokenisation is not a standalone legalcategory. It is a method of representing, transferring andadministering rights using digital infrastructure. The realquestion is not whether an asset has been tokenised, butwhat legal rights the token holder actually receives. That distinction matters. Much of the global commentary onreal-world asset tokenisation still uses broad labels such as“security token”, “RWA token” or “direct asset tokenisation”,often drawing on US or offshore concepts. In Australia, thoselabels do not do the legal work. The Australian Securitiesand Investments Commission says that international digitalasset categories, such as security tokens, utility tokens andexchange tokens, do not necessarily translate to equivalentproducts in Australia, and that the definition of a financialproduct in Australia is often broader than comparableconcepts in other jurisdictions.1 Tokenised SPVs or Nominee Structures One of the most common tokenisation models is to placean asset into a company, trust or SPV and issue tokensrepresenting an interest in that structure. Commercially, this is attractive. It can help with ring-fencing, governance and isolating risk. But in Australia,using an SPV does not answer the regulatory question. Itsimply changes where the legal analysis starts. Here, the same tokenised arrangement may be characterisedas a share, debenture, interest in a managed investmentscheme (MIS), derivative, noncash payment facility, or not afinancial product at all, depending on how it is structured. If the token carries equity-style rights, it may amount toa share. If it gives a right to repayment of money, it maylook like a debenture. If investors contribute funds into apooled arrangement and do not have day-to-day control, itmay instead be an interest in a MIS. That is the lens through which Australian issuers, platforms,custodians and investors should be analysing tokenisationprojects. In practical terms, tokenised debt may become one ofthe strongest early institutional use cases in Australiaprecisely because it fits relatively comfortably within anexisting legal category. That is a key Australian point. An SPV may be a usefulstructuring mechanism, but it is not, by itself, a regulatorysolution. For businesses building in this space, the practical issueis that the legal wrapper and the token terms need tobe analysed together to ascertain what, if any, licensingrequirements arise. It is not enough to say that the assetsits in a separate vehicle. Direct Asset Tokenisation Direct asset tokenisation is often marketed as thecleanest structure, as the token is said to represent theasset itself, with no SPV or fund wrapper in between.