There are five ways to put a stock on-chain, and they are not variations of the same thing. Each gives the holder a different legal claim, needs a different issuer, requires a different regulator to say yes, and reaches a different set of investors. Choosing between them is the first decision in the project and it determines almost everything that follows.
The distinction that matters most is the one the market flattens. Products that all get called "tokenised stocks" divide into those where the holder is a creditor of the issuer, those where the holder has rights in the shares the issuer holds, and those where the holder owns the share itself. Those are three different things, and they are not interchangeable.
This guide sets out all five, using the structures the live programmes actually use. If you are tokenising shares in a private company rather than a listed one, the fifth route is the one that applies, and most commentary on this market ignores it entirely.
Route 1: Tracker certificate as a debt claim
What the holder gets
A creditor claim against an issuer vehicle, economically tracking the underlying share. No shareholder rights.
How it is built
A special purpose vehicle acquires the underlying shares and places them with a regulated custodian. It issues certificates or notes, tokenised on-chain, whose value tracks those shares. The shares are collateral for the issuer's obligation rather than property of the holder. A security agent typically holds the collateral and can liquidate it for holders if the issuer defaults.
Who uses it
Kraken's xStocks are issued by Backed Assets (JE) Limited, a Jersey company, as tracker certificates under a base prospectus approved by the Liechtenstein Financial Market Authority and passported across the EEA. Holders are creditors of the issuer and the instrument carries no shareholder voting right, as set out in Backed's own product legal overview and legal documentation. The programme had passed $25bn in total transaction volume by February 2026. Robinhood's Stock Tokens are tokenised debt securities issued by Robinhood Assets (Jersey) Limited, and Robinhood's own documentation states that they give economic exposure without conferring legal or beneficial rights in the underlying securities or against their issuer.
When it is right
You are distributing outside the US, you want the widest possible reach, and holders are buying price exposure rather than governance. It is the most flexible of the five on what can sit underneath, including baskets and assets with no listed market.
Where it bites
The holder's exposure is to the issuer, so the credit quality, collateralisation and segregation of the issuer vehicle is the product. Because the holder does not own the share, that has to be unmistakable in the offer documents and in the marketing.
Route 2: Certificate over shares
What the holder gets
Rights in respect of shares that the issuer holds, rather than a debt claim against the issuer. Depending on how the certificate is drafted, holders may receive the full economic and governance rights of the underlying share.
How it is built
An issuer vehicle acquires the underlying shares and holds them through a custodian, then issues certificates conferring rights in respect of them. The certificate is a security in its own right. The difference from Route 1 is what sits behind it: the holder's position is referable to the shares the issuer holds rather than to the issuer's balance sheet.
Where it can be issued
This structure is not tied to any one jurisdiction. Jersey supports it as readily as anywhere else, and the JFSC's guidance expressly contemplates a tokenised equity whose rights differ from those of the untokenised share, requiring the issuer to disclose the difference and to state who exercises the voting rights and what is done with distributions. The largest live examples happen to sit in ADGM: the FSRA's register of approved prospectuses lists Coinbase Onchain SPV Ltd and BTech Holdings Limited, issuers of Coinbase's CB Certificates and Binance's bStocks, with their securities classified as certificates over shares. Coinbase states that the securities are fully backed by the underlying shares and that verified holders receive full shareholder rights including dividends and voting, subject to vesting conditions, with Alpaca Securities LLC holding the underlying.
When it is right
You want holders to receive the economic and governance rights of the underlying rather than pure price exposure, and you can support the verification layer that passing those rights through requires.
Where it bites
It is more demanding than Route 1. Rights pass through only to holders who have cleared verification, so verified and unverified holders sit in different positions and the product design has to make that distinction unmistakable. Wherever it is issued, the approval attaches to the individual security rather than to the programme, so the documentation burden repeats with each one.
Do not conflate Routes 1 and 2. Both are commonly described as "tracker certificates", and the difference is legally material. Under Route 1 the holder ranks as a creditor of the issuer. Under Route 2 the holder has rights in respect of the shares the issuer holds. If a distribution partner or an investor asks which one your product is, the answer needs to be immediate.
Route 3: Security entitlement through a registered transfer agent
What the holder gets
A security entitlement in the underlying share, recorded by a transfer agent registered with the SEC.
How it is built
The transfer agent holds shares in qualified custody and records the entitlement on-chain. The token is the record of the entitlement rather than a separate instrument wrapped around it.
Who uses it
Dinari is an SEC-registered transfer agent and FINRA member broker-dealer issuing dShares backed one-for-one by shares held with its clearing custodian. In August 2026 it launched 724 tokenised US stocks, covering the S&P 500, to US investors as well as businesses. Ondo operates a US onshore offering, distinct from its offshore tracker product, using an SEC-registered transfer agent.
When it is right
You need US-onshore distribution.
Where it bites
It requires a registered transfer agent and the apparatus around one. It is a US securities-law project rather than a structuring exercise, and it does not travel to assets outside the US listed market.
Route 4: Native tokenised listed share
What the holder gets
The listed share itself, in tokenised form, fungible with the ordinary share.
How it is built
The exchange and the settlement system support tokenised settlement of the same security. The SEC approved a Nasdaq rule change in March 2026 permitting eligible securities to trade in tokenised form on the same order book and with the same execution priority as their conventional counterparts, provided the tokenised securities are fungible with them and confer the same rights. The equivalent NYSE change followed in April 2026. Eligibility runs through the DTC pilot and is limited to highly liquid listed equities and ETFs.
When it is right
The security is already listed and eligible.
Where it bites
It is not open to sponsors. This is exchange and settlement infrastructure, not something a third party can launch. Its significance for everyone else is competitive: as tokenised large-cap US equities move onto regulated US venues, the case for a synthetic wrapper on those same names weakens. What the eligibility limit leaves untouched is everything outside the listed market.
Route 5: Native digital equity in a private company
What the holder gets
Actual shares in the company, with the register of members maintained on-chain and the token as the record of title. No nominee, no SPV wrapper, no depositary interest in between.
How it is built
The company's constitution and register are set up so that the register of members is maintained in tokenised form from the outset. Transfers are effected by transfer of the token, subject to whatever restrictions the constitution and the register impose.
Where it is possible
This is the part of the market that gets asserted more often than it gets checked, and the answer is jurisdiction-specific.
- Abu Dhabi Global Market. The Uncertificated Securities Rules 2021 allow an ADGM company to issue and hold securities in uncertificated form on a "Relevant System", defined technology-neutrally as a computer-based system enabling title to be evidenced and transferred without a certificate or written instrument. Rule 9 provides that references in legislation to a company's register of members are construed as references to the register of uncertificated securities, and that an entry is prima facie and sufficient evidence of legal title. The rules apply to companies formed under the ADGM Companies Regulations, private companies included, with no listing requirement, and a company may operate its own system rather than appointing a third party.
- Delaware. DGCL sections 224 and 219(c) allow the stock ledger to be kept by means of one or more distributed electronic networks or databases, and provide that the stock ledger is the only evidence of who the stockholders are.
- Wyoming. The Business Corporation Act permits the record of shareholders to be kept on a distributed database, and separately allows shares to be represented by "certificate tokens" where the articles or bylaws so provide. Wyoming goes further than most in allowing a shareholder to be identified on the statutory record by a data address rather than a name.
- Others, including the British Virgin Islands, where the register of members may be kept in such form as the directors approve and entry is prima facie evidence of legal title, and France's DEEP regime, where registration in a shared electronic recording device takes the place of account registration for shares of an SA, SCA or SAS.
Two things practitioners get wrong here. First, Switzerland and Liechtenstein are frequently cited as native-share jurisdictions. Both allow the token to be the share, through ledger-based securities under the Swiss Code of Obligations and Wertrechte under the Liechtenstein PGR, but neither merged the company's share register into the ledger. The share register remains a separate, company-kept register, and it is entry there that determines who is a shareholder as against the company. Tokenising the share and tokenising the register are different things.
Second, almost every register regime requires the holder's name and address. Delaware, the BVI, Jersey, Cayman and the UK all do. A register keyed only to wallet addresses does not satisfy them. The pseudonymous on-chain cap table is not, in most jurisdictions, a lawful register.
When it is right
This is the route for the majority of sponsors, and it is the one the tokenised-stock commentary skips. If you are a private company issuing equity, an operating business opening a share class, or a sponsor structuring a co-investment, you are not competing with xStocks. You are issuing your own shares and you want them to settle in minutes rather than weeks without a nominee layer in between.
Where it bites
The register is the product. It has to be legally effective in the jurisdiction of incorporation, reconciled against the chain continuously, and administered by someone who can act as registrar rather than keep a spreadsheet. Get the register wrong and you have not tokenised equity, you have created an expensive dispute.
The five routes side by side
| Tracker certificate (debt) | Certificate over shares | Security entitlement | Native listed share | Native digital equity | |
|---|---|---|---|---|---|
| Holder's claim | Creditor claim on issuer | Rights in shares the issuer holds | Entitlement to the share | The share itself | The share itself |
| Shareholder rights | No | Passed to verified holders, per programme | Preserved through the transfer agent | Identical to the ordinary share | Full |
| Issuer vehicle | SPV issuing against collateral | SPV holding the underlying shares | US entity with an SEC-registered transfer agent | The listed company | The company itself |
| Who approves | Consent or prospectus in the issuer's jurisdiction | Consent or prospectus approval, per security | SEC and FINRA registration of the agent | Exchange rules approved by the SEC | Company law of the jurisdiction of incorporation |
| Underlying | Listed shares, ETFs, baskets, private shares | Listed shares | US listed shares | Eligible listed equities and ETFs | Private company shares |
| Live examples | xStocks, Robinhood Stock Tokens | Coinbase CB Certificates, Binance bStocks | Dinari, Ondo US onshore | Nasdaq and NYSE tokenised trading | Private issuances |
| Open to a sponsor | Yes | Yes | Yes, with a registered transfer agent | No | Yes |
How the approvals actually work
Sponsors often assume that issuing a tokenised security means becoming a regulated firm. In the structures above, it usually does not. What is regulated is the issuance, not the issuer.
In Jersey, like in most jurisdictions, there is no licence for an issuer. Each issuance requires its own consent under the Control of Borrowing (Jersey) Order before any tokens are issued, granted against the requirements in the JFSC's guidance on the tokenisation of real world assets. The issuer must be administered by a JFSC-licensed trust company business, which provides a Jersey-resident director and carries the continuing obligations. Consent is granted issuance by issuance, and the JFSC assesses each on its own facts.
Other issuance jurisdictions follow the same shape, approving the security rather than authorising the issuer.
The practical consequence is that the regulatory work is repeated per product, not done once at the outset, and the quality of the administrator determines how smoothly it repeats. That is a different planning assumption from a licensing regime, and sponsors who budget for a single upfront approval are usually the ones who run late.
The offer route is a separate decision
Choosing a structure does not tell you how you are permitted to sell it. There are three routes to market:
- Offer under an available exemption in each target market, with eligibility enforced at onboarding and in the token's transfer restrictions.
- Have a prospectus approved by a competent authority and passported or recognised into your distribution markets. This is the route Backed uses for xStocks via the Liechtenstein FMA, and the route Coinbase and Binance use in ADGM.
- Distribute through locally regulated partners who carry the permissions in their own market.
These combine. A single programme can run on an exemption in one market, an approved prospectus in another and a licensed distributor in a third. Assuming everything must be done under exemptions is the most common way sponsors leave distribution on the table.
What a launch actually involves
- Fix the claim. Decide which route applies and write down, in a sentence, exactly what the holder owns. Everything downstream tests against that sentence.
- Choose the issuer vehicle and its jurisdiction. For routes 1, 2 and 5 this is the central decision.
- Set the offer route per market. Exemption, approved prospectus, or licensed distributor.
- Appoint custody and verification. The custodian for the underlying, and the verification provider for holder eligibility.
- Build the register and the transfer model. Decide what is enforced in code and what is enforced at the register. Not every control belongs in the token contract, and putting controls where they cannot be amended is a common and expensive error.
- Document it. Offer documents, terms, risk disclosure and marketing that all describe the same instrument.
- Appoint the administrator. The entity that maintains the register, reconciles it against the chain, runs AML on holders, and handles corporate actions and redemptions for the life of the product.
Most of the calendar time is spent on steps 2, 4 and 7, which is why the administrator determines the timeline more than the choice of chain does.
Where Assetize fits
Assetize operates issuer platforms through which sponsors issue tokenised investment products, with structuring, administration and on-chain execution accountable to one team instead of split across a law firm, an administrator, a technology vendor and a transfer agent. The structures are already built and the counterparties are already onboarded, which is why issuance is measured in weeks rather than the six to twelve months sponsors are usually quoted.
Administration is delivered by a regulated administrator: a licensed trust company business that provides the resident directors, maintains the register, reconciles it against the chain, runs AML on holders and handles corporate actions for the life of the product.
For route 5 specifically, Assetize has the legal infrastructure to issue native tokenised shares in a company directly, in the jurisdictions that support it, with the register of members maintained on-chain and no nominee or wrapper between the investor and the register. That is a different exercise from issuing a certificate over someone else's shares, and it is where most private-company issuance actually belongs.
For the fiduciary and jurisdictional detail behind routes 1 and 5, Cavenwell's analysis of why tokenised stock programmes keep choosing Jersey issuers covers what the issuer vehicle has to carry. For the mechanics of native digital equity, see Tokenised Shares. For the general process across asset types, start with how to tokenise an asset.
If you know what you want to issue, tell us what it is and we will come back with a structuring path.
FAQs
How do you launch a tokenised stock?
Decide first what the holder will legally own. There are five structures: a tracker certificate giving a creditor claim on an issuer, a certificate conferring rights over shares the issuer holds, a security entitlement recorded by an SEC-registered transfer agent, a native tokenised listed share traded under the Nasdaq or NYSE rules approved in 2026, or native digital equity where a private company's own register of members is maintained on-chain. That choice determines the issuer vehicle, the jurisdiction, the offer route and the administrator.
Can I tokenise shares in my own private company?
Yes, in the jurisdictions whose company law allows the register of members to be maintained on a distributed ledger. ADGM, Delaware and Wyoming all do, and others including the BVI and Jersey permit it in substance. The token becomes the record of title and there is no nominee holding shares on behalf of token holders, however practically tokens must be permissioned as like in most places around the world, it is a company law or regulatory obligation to maintain registers of UBOs and shareholders. The constitution, the register and the transfer restrictions have to be set up together, and the register must be legally effective where the company is incorporated. Note that most registers still require the holder's name and address, so a register keyed only to wallet addresses will not satisfy them.
Do tokenised stocks come with voting rights?
It depends entirely on the structure, and this is the most common misunderstanding in the market. Tracker certificates structured as debt, such as xStocks and Robinhood's Stock Tokens, give economic exposure with no shareholder rights. Certificates over shares can pass full shareholder rights, including dividends and voting, to holders who have cleared verification, as the largest live programmes do. Security entitlement models preserve the ownership claim through the transfer agent. Native listed shares and native digital equity carry the rights of the share itself.
Is a tokenised stock issuer a regulated firm?
Usually not. What is regulated is the issuance rather than the issuer. In Jersey each issuance requires its own consent from the JFSC before any tokens are issued, and the issuer must be administered by a licensed trust company business that carries the continuing obligations. In ADGM the FSRA approves a prospectus for each security. Either way the approval is per issuance, so the regulatory work repeats with each product.
How long does it take to launch a tokenised stock product?
The technical build is rarely the constraint. The timeline is set by the issuer vehicle's regulatory consent or prospectus approval, custody and verification onboarding, and documentation. Where the structure and counterparties are pre-built, that runs to weeks. Where each element is assembled from scratch, sponsors are typically quoted six to twelve months.
What does it cost to launch a tokenised stock?
Cost is driven by the same three things as the timeline: how much of the legal structure is bespoke, whether the offer requires an approved prospectus in any market, and whether the issuer vehicle and counterparty relationships already exist. Bespoke structures with a fresh prospectus sit at the top of the range. Issuing from an existing platform with tested documentation sits well below it.
Do tokenised stocks have to be permissioned?
No, and treating permissioning as automatic narrows the design unnecessarily. Direct interests in a fund or native shares in a company default to permissioned transfer. Other structures can be permissioned, permissionless or hybrid depending on the offer route and the target market, and the controls do not all have to live in the token contract. Some belong at the register, where they can be amended.
This article is provided for general information and educational purposes only and does not constitute legal, regulatory, tax or investment advice, nor an offer, solicitation or recommendation to acquire any securities, tokens or investment products. References to third-party products and programmes are drawn from public sources and are illustrative only. Any tokenised products referenced are issued only pursuant to definitive legal documentation and under applicable regulatory frameworks by the relevant issuing entities. Assetize Limited does not act as issuer unless expressly stated. Obtain independent professional advice before undertaking any tokenisation or investment activity.