Building on our recently published chapter in the Chambers and Partners Blockchain Guide 2025
This briefing launches our Blockchain Insight Series, which expands on the material we contributed to the newly released Chambers and Partners Blockchain Guide 2025. In this third article we cover topics such as ownership of digital assets, the finality of transactions on blockchain networks, and the classification of digital assets, including Asset-Referenced Tokens (ARTs), real estate tokenisation, and utility tokens. We also consider the legal implications of tokenising real-world assets, and the benefits of increased liquidity, fractional ownership, and broader investor reach.
Tokenisation is the process of converting real-world assets into digital tokens, using blockchain technology to create a digital representation of an asset. This technology applies to various asset classes, including commodities, securities, real estate, and intellectual property. Tokenisation allows assets to be fractionalised, providing greater liquidity and access for investors. It also introduces transparency, security, and efficiency through the use of distributed ledger technology (DLT).
Ownership of Digital Assets
In Romania, the ownership of digital assets is not explicitly defined under private law but is typically treated as an intangible good. Unlike tangible goods, ownership of digital assets is demonstrated through control, typically evidenced by possession of the private cryptographic key associated with the blockchain asset. While legal ownership is inferred from control, issues such as lost or stolen private keys or assets obtained through illicit means complicate this determination.
At the EU level, MiCA regulates the conduct of Crypto-Asset Service Providers (CASPs), who may exercise control over digital assets on behalf of clients. However, the legal title remains with the client, and CASPs must comply with obligations regarding asset safekeeping and segregation (Article 75 of MiCA).
Finality of the Transfer
In blockchain networks, technical finality occurs when a transaction is validated and confirmed on the blockchain. However, legal finality is more nuanced. Under Romanian law, a digital asset transfer is legally “final” if the previous owner is authorised to transfer the asset, a valid agreement exists, and the asset is transferred in accordance with the Romanian Civil Code.
MiCA indirectly addresses legal finality by imposing obligations on CASPs relating to a 24-hour settlement period and requiring them to inform clients when their orders are final (Articles 76-78). The confirmation offered by blockchain systems is indeed important, but it depends on contractual terms and national measures.
Asset-Referenced Tokens (ARTs) and Real-World Assets
ARTs are digital tokens designed to maintain a stable value by referencing another value or right, or a combination of them, including one or more official currencies. ARTs differ from stablecoins by being backed by a diversified basket of assets, which contributes to market stability.
Real estate tokenisation exemplifies the potential of blockchain relating to fractional ownership of property. This concept becomes attractive to investors who wish to own shares of real estate without purchasing the entire asset. In this way, a real estate developer may raise capital through the act of issuing tokens tied to their real estate projects, where investors purchase shares in a Special Purpose Vehicle (SPV) linked to the underlying properties.
Utility Tokens and Other Digital Assets
Utility tokens, unlike ARTs, provide access to specific features within a blockchain ecosystem, such as platform usage or governance rights. Although they are not linked to physical assets, they serve as tools to interact with the platform’s network.
Romanian legislation does not offer a clear classification of digital assets; however, with the implementation of MiCA, its categories, such as electronic money tokens (EMTs), ARTs, and utility tokens, are now integrated into the national legal framework. Digital assets like Non-Fungible Tokens (NFTs) are generally treated as intangible movable property with unique characteristics, although their regulation remains underdeveloped. MiCA explicitly excludes certain types of NFTs from its scope, particularly those that are truly unique and not fungible.
Tokenised Securities
In Romania, tokenised securities are governed by the substance of the underlying rights rather than their digital form. Under Law No. 126/2018 on markets in financial instruments, tokenised securities are treated as financial instruments if they confer rights similar to ownership or debt. Consequently, issuers are required to follow capital market regulations, including prospectus requirements and market abuse rules.
Stablecoins
Stablecoins, which are designed to maintain a stable value, fall into two categories under MiCA: EMTs, backed by a single fiat currency, and ARTs, backed by a basket of assets. Importantly, algorithmic stablecoins, which are not backed by underlying assets but instead rely on automated mechanisms to maintain price stability, are not recognised under MiCA. This exclusion is due to the higher systemic risk they pose, as their lack of asset backing makes them more vulnerable to volatility and undermines the stability required for such assets to be considered secure within the regulatory framework.
Use of Digital Assets in Payments and Collateral
In Romania, cryptocurrencies are not considered legal tender but can be used for payments based on mutual agreement between the parties, regulated by contract law. Merchants are not required to accept cryptocurrencies, but transactions can occur through methods such as peer-to-peer transfers, utility token models within specific ecosystems, or third-party platforms that convert crypto into Romanian Leu (RON) at the point of sale. Utility tokens face constraints in terms of acceptance and liquidity, which limites their broader use for payments.
Regarding collateral, Romania’s legal framework does not yet define how digital assets can be used as collateral. Traditional collateral forms, like pledges and mortgages, are based on identifiable, enforceable assets, which creates complications in a decentralised environment. Issues related to possession, control, and enforceability in crypto-collateral arrangements remain unresolved, and the registration process is complicated by price fluctuations of digital assets.
Conclusion
Tokenization is changing how investors approach asset ownership, by providing new ways to invest considering fractional ownership, increased liquidity, and expanded investment options. Under Romanian law, digital assets are gradually being integrated into the national legal framework, with MiCA describing clear categories such as ARTs, EMTs, and utility tokens. However, challenges remain, particularly around the classification of assets like NFTs and the use of digital assets in payments and collateral arrangements
For more information on digital assets and tokenisation, please contact the Lexters team through the Contact Section.
This note is for general information only and does not constitute legal advice.
