Regulatory Intelligence for

As a licensed Dutch AIFM, you can tokenize fund units directly under the Wet op het financieel toezicht (Wft). The AFM has confirmed that tokenized securities fall within the existing regulatory perimeter, provided they meet the definition of a financial instrument under MiFID II Art. 4(1)(15).

You must notify the AFM of the change in fund structure and update your prospectus to include DLT-specific disclosures: the type of distributed ledger used, custody arrangements for digital assets, and investor redemption mechanics. Your depositary must support digital asset safekeeping per AIFMD Art. 21(8).

The DLT Pilot Regime (EU 2022/858) provides a sandbox for issuing, trading, and settling tokenized financial instruments on DLT infrastructure. You can apply to the AFM for a DLT MTF or DLT SS operator license, which allows you to list tokenized fund units on a regulated DLT trading venue.

The Pilot applies to transferable securities with a market cap below €500 million per issuer, making it suitable for most AIF tokenization. The regime grants temporary exemptions from certain CSDR requirements, including the mandatory use of a CSD for settlement — enabling native on-chain settlement.

Luxembourg offers the most mature framework for tokenized funds. A Reserved Alternative Investment Fund (RAIF) under the Loi du 23 juillet 2016 does not require CSSF product approval, only an authorized AIFM — which you already hold. You can establish a Luxembourg RAIF with tokenized units and passport it back into the Netherlands under the AIFMD marketing passport (Art. 32).

The Blockchain IV Law (Loi du 22 janvier 2021) explicitly recognizes DLT as a valid issuance and transfer mechanism for securities in Luxembourg, providing full legal certainty for tokenized fund units. Combined with Luxembourg's dematerialized securities law, this creates a clear legal basis that the Dutch framework currently lacks.

Alternatively, a Specialized Investment Fund (SIF) under CSSF supervision offers similar tokenization capabilities with the added credibility of regulatory oversight — relevant if targeting institutional investors who require this assurance.

Germany's Gesetz über elektronische Wertpapiere (eWpG) allows issuance of crypto securities (Kryptowertpapiere) registered on a blockchain instead of a central register. You could establish a German issuance vehicle and passport units to the Netherlands.

However, this requires a crypto securities registrar licensed by BaFin, and the legal framework is limited to bearer bonds and fund units of certain German investment vehicles. Cross-border passporting of tokenized German fund units back into the Netherlands adds complexity under KAGB fund marketing rules.

MiCAR (EU 2023/1114) explicitly excludes financial instruments from its scope (Art. 2(4)). If your tokenized fund units qualify as transferable securities under MiFID II, they fall outside MiCAR. However, if the token design allows secondary market trading without being classified as a financial instrument — for example, a utility-like wrapper — MiCAR obligations apply.

The critical determination is the legal classification of the token. ESMA's guidance on the MiFID II/MiCAR boundary requires a case-by-case assessment. We recommend obtaining a legal opinion on classification before issuance to avoid dual-regime applicability.