Dutch Tokenised Securities Face a Legal Ownership Gap, AFM and DNB Warn
Blockchain settlement is fast. Ownership is another matter. A reported AFM–DNB assessment highlights a Dutch legal gap for securities existing solely as tokens. Discover why MiCA and the EU DLT Pilot Regime do not settle the issue, and what issuers, custodians and investors need to establish before relying on tokenisation.
Paris, France
Oct 9, 2026
A blockchain can record a securities transfer in seconds. Establishing that the buyer has acquired legally enforceable rights is a different task—and, according to a joint AFM–DNB assessment, Dutch law does not clearly accommodate securities that exist exclusively as tokens.
The Dutch Authority for the Financial Markets and De Nederlandsche Bank are calling for a clearer legal framework for tokenised securities. Their joint exploration, dated 7 October 2026, identifies a gap between the infrastructure used to move a token and the legal arrangements needed to create, hold and transfer the security it represents.
The distinction matters for the Netherlands’ ambitions in digital finance. If a blockchain cannot serve as the sole legally authoritative record, firms may need conventional registers or hybrid arrangements alongside it. That preserves a connection to established legal structures, but also preserves much of the reconciliation work that tokenisation is supposed to remove.
A token transfer is not necessarily a transfer of title
The regulators’ reported conclusion is that current Dutch statutory law provides no legal basis for securities issued, held and transferred exclusively as tokens on distributed-ledger technology, or DLT. That is not the same as saying that blockchain-based securities are prohibited. It means the technology alone cannot supply the legal foundation for the instrument or its transfer.
For an issuer, the first question is what creates the investor’s rights. A token might represent a bond documented through conventional arrangements, or it might be intended to constitute the security itself. Those structures can look similar in a wallet while presenting materially different legal questions.
For a buyer, the issue is whether receiving the token also transfers the underlying rights. A network’s confirmation establishes what happened under its technical rules. It does not, by itself, establish what happened under the law governing the security.
The practical consequences extend beyond settlement. An issuer needs to know whom to pay and who may vote. A custodian needs to establish which assets belong to its clients. In an insolvency, the distinction between holding a token and holding an enforceable proprietary right could become decisive.
Hybrid structures can address some of these concerns, but only if their legal hierarchy is explicit. Firms need to identify which record governs, how conflicting entries are resolved and who has authority to correct mistakes. Two records do not automatically provide greater certainty; without clear rules, they can produce two competing versions of ownership.
Neither MiCA nor the DLT pilot settles the question
Europe already has rules for digital assets, but they do not all address the same problem. Under Article 2(4) of the Markets in Crypto-Assets Regulation, crypto-assets that qualify as financial instruments fall outside MiCA’s scope. Representing a security as a token therefore does not automatically bring it into the regulatory framework used for other crypto-assets.
The EU DLT Pilot Regime, established by Regulation (EU) 2022/858, provides a more relevant route for experimentation. Applicable since March 2023, it allows authorised market infrastructures to operate DLT-based trading and settlement systems for eligible financial instruments, subject to limits, safeguards and specified exemptions.
But permission to operate a market infrastructure is not a universal ruling on ownership. The pilot addresses regulatory requirements for trading and settlement; it does not comprehensively harmonise the national private-law rules that determine how a security is created or transferred.
That leaves firms navigating two layers of legal certainty. They must establish that their activities comply with financial-services regulation and that their instruments and transfers have the intended legal effect. Satisfying the first requirement does not necessarily satisfy the second.
The next step is legal clarity, not another ledger
AFM and DNB are urging the Dutch government and industry to determine whether interpretative guidance can resolve the uncertainty or whether legislation is required. They also call for coordination with European initiatives, including the DLT Pilot Regime and work on a possible EU “28th regime”.
The choice between guidance and legislation is substantive. Guidance can explain how existing rules apply, but cannot necessarily create a legal mechanism that statutory law does not provide. Conversely, new legislation should distinguish between gaps that genuinely require reform and operational questions that firms can already resolve through sound documentation and controls.
For issuers and intermediaries, the immediate priority is to map the legal chain before relying on the technical one: what creates the security, what establishes entitlement, which act transfers it and which record prevails in a dispute. Those answers should be clear to investors as well as to supervisors.
Tokenisation’s strongest proposition is a shared record that reduces duplication across issuance, custody and settlement. If firms must maintain a second authoritative system indefinitely, some of that advantage disappears. The regulatory challenge is therefore not simply to permit blockchain infrastructure, but to make its legal consequences sufficiently clear that market participants can rely on it.
Source note: The AFM–DNB announcement and its reported conclusions are drawn from the supplied material. The linked publication, dated 7 October 2026, could not be independently verified; the Dutch findings and follow-up proposals should be checked against the official publication before release.