【NishithDesai】房地产抵押化-法律、税务和监管考虑-2025.3_40页_4mb

Summary of Real Estate Tokenisation: Legal, Tax and Regulatory Considerations

Core Content

Real Estate Tokenisation (RET) is a process that converts real estate ownership or economic rights into digital tokens on a Distributed Ledger Technology (DLT) platform. This innovation allows for fractional ownership and increased liquidity in real estate investments, making them more accessible to a broader range of investors. The report outlines the legal, tax, and regulatory considerations of RET across various jurisdictions, with a particular focus on the United States and India.

Main Points

Global Trends and Forecasts

• The global RET market is projected to grow significantly, reaching a valuation of USD 16 trillion by 2030 according to Boston Consulting Group.
• There are three potential adoption scenarios for 2030:
  • Slower adoption: Market capitalization of ~0.8 trillion USD.
  • Base scenario: Market capitalization of ~1.9 trillion USD.
  • Accelerated adoption: Market capitalization of ~3.8 trillion USD.
• The success of RET depends on regulatory clarity, infrastructure development, and market demand.

Technology Behind Real Estate Tokenisation

• DLT Types: RET can be implemented using private permissioned, public permissionless, or public permissioned DLTs. Each has different implications for security, scalability, and compliance.
• Smart Contracts: These automate the execution of agreements and manage the rights of token holders. However, they are susceptible to code errors, private key compromises, and security risks.

Process of Real Estate Tokenisation

• Acquisition of Real Estate: Investors pool funds to purchase a property, often through a Special Purpose Vehicle (SPV).
• Token Issuance: The property is divided into digital tokens, each representing a fraction of ownership. These tokens are issued on a blockchain.
• Rights Assignment: Smart contracts are used to assign rights such as profit-sharing, governance, and redemption.
• Tradability: After a lock-in period, tokens can be traded or redeemed, enhancing liquidity.

Token Types

• Security Tokens: Represent an investment stake in real estate, such as shared ownership in a commercial property.
• Utility Tokens: Grant access to real estate services rather than ownership.

Key Jurisdictions and Regulatory Considerations

United States

• Regulatory Treatment: RETs are generally treated as securities and subject to federal securities laws, including the Securities Act of 1933.
• Exemptions:
  • Regulation D: Allows private placements to accredited investors.
  • Regulation S: Exempts offshore offerings to non-U.S. investors.
  • Regulation A: Allows raising up to USD 20 million or USD 75 million from both accredited and retail investors.
• Stablecoins and RETs: While RETs are not classified as payment stablecoins, they may still fall under evolving digital asset regulations. The GENIUS Act focuses on regulating payment stablecoins, not RETs.
• Key Players: Blocksquare, RealT, Synodus, etc.

United Arab Emirates

• Dubai Land Department: Launched a pilot project for real estate tokenisation under the REES initiative, expected to grow to AED 60 billion by 2033.
• Regulatory Framework: Clear guidelines exist for stablecoins and real-world asset-backed tokens.

Switzerland

• FINMA Guidelines: Asset-backed tokens are classified as securities and subject to securities law. Stablecoins are treated based on their underlying assets and may require banking or collective investment licenses.

India

• GIFT City: A key hub for real estate tokenisation in India, offering a favorable regulatory environment.
• IFSCA Consultation Paper: Released in February 2025, it aims to establish a regulatory framework for tokenisation of real-world assets, including legal and regulatory recognition of digital tokens.
• Regulatory Sandbox: IFSCA introduced a sandbox for FinTech entities in 2022, allowing real-world asset tokenisation to be tested in a controlled environment.
• Telangana Guidance Note: Released in 2023, it provides technical guidance for asset tokenisation, including custodial vs. non-custodial approaches.

Challenges in RET

• Unclear Investor Demand: Lack of widespread adoption and uncertainty about investor interest.
• High Transition Costs: Migrating to DLT-based systems requires significant investment.
• Liquidity Mismatch: Tokenised assets may not align with the liquidity of the underlying real estate.
• Ownership Ambiguity: Token ownership does not equate to ownership of the physical asset.
• Interoperability Issues: DLT platforms may not effectively share data, limiting integration.
• Cross-Border Compliance: Diverse regulatory approaches across jurisdictions create compliance challenges.
• AML/CFT Compliance: Pseudonymous transactions and decentralized systems pose compliance risks.
• Financial Instability: Tokenisation may encourage excessive leverage and introduce new financial risks.

Conclusion

Real Estate Tokenisation is an emerging trend with significant potential to transform real estate investment. While the U.S. and other jurisdictions have established regulatory frameworks, India is still in the early stages of development. The introduction of the IFSCA consultation paper and the regulatory sandbox provides a promising foundation for growth. However, stakeholders must navigate complex legal and compliance challenges to successfully implement RET projects.