Benjamin Camps
Product leader · Fintech & digital assets

¶ Notes · 2026-07

A tokenized security is not a crypto-asset (under MiCA)

Do you need a MiCA licence to tokenize shares? No. The first question of any tokenization product is legal, not technical: is the asset a financial instrument? The answer decides the applicable text, the regulator, and everything downstream.

"We are tokenizing shares, so we need a MiCA licence." Tokenizing means representing an asset, here shares, as a token recorded on a blockchain. And this sentence, heard regularly, is wrong. It is expensive: it sends product teams off to prepare the wrong licence application, for the wrong regulator, on the wrong timeline. And the bill is paid in roadmap months, and therefore in time to market.

Regulatory statuses verified as of 16 July 2026. Full references at the end of this note.

The two texts in play

Two European frameworks share the field. On one side, MiFID II (Directive 2014/65/EU), the foundation that has governed markets in financial instruments since 2018: shares, bonds, fund units, derivatives, the classic material of finance. The exact list is set by the directive itself (Article 4(1)(15) and Annex I, Section C). On the other side, MiCA (Regulation (EU) 2023/1114, fully applicable since 30 December 2024), which governs crypto-assets, defined very broadly in its Article 3(1)(5): any digital representation of value or rights that can be transferred and stored electronically using distributed ledger technology. Bitcoin, stablecoins and utility tokens are the most common examples, but the definition catches everything that does not fall under another text.

The rule that connects them fits in one sentence: MiCA only covers crypto-assets that are not financial instruments. Its Article 2(4)(a) expressly excludes from its scope any asset that meets the MiFID II definition. And that definition was clarified by Article 18 of Regulation (EU) 2022/858: a financial instrument remains one, including when issued on a blockchain. In other words: technology does not change the legal nature of the asset. A share remains a share, whether it lives in a central register or on a blockchain.

The test to run before any roadmap

The first question of a tokenization product is therefore not "which blockchain, which provider, which architecture". It is a question of qualification:

For borderline cases, ESMA (the EU securities markets authority) published on 17 December 2024 its guidelines on the qualification of crypto-assets as financial instruments (ESMA75-453128700-1323, mandated by Article 2(5) of MiCA). Their guiding principle: substance over form. What the asset does is what counts, never its technological label. It is the document to put in the product team's hands from the very first workshop.

Two qualifications, two lead regulators, two licence applications, two compliance architectures. Pick the wrong branch at the start and you discover six months later that the application you prepared does not match the product.

What the numbers say

The DLT Pilot Regime shows how demanding the financial-instruments side is: according to the report ESMA delivered in June 2025 under Article 14 of the regulation, only three DLT market infrastructures were authorised in Europe as of 31 May 2025, with still-marginal activity, and ESMA proposes amending the regime to make it permanent and more attractive. The official register, updated in January 2026, now counts six, including one in France (LISE, authorised by the ACPR on 13 October 2025): momentum is building, the order of magnitude has not changed. On the other side of the boundary, the AMF whitelist (the public register of authorised players) counts, as of 16 July 2026, 167 CASPs authorised to operate in France, 32 of them licensed by the AMF itself, the rest operating through the European passport (an authorisation obtained in one member state opens access to all the others). Six players on one side, 167 on the other: tokenizing financial instruments remains specialist terrain, far from the volume of crypto services under MiCA.

Why this is a product question, not just a legal one

This boundary drives very concrete product choices: which onboarding journey, which reporting obligations, which segregation of assets (the strict separation between client assets and the company's own), which infrastructure partners are even eligible. A product manager who discovers the qualification of their asset after freezing the architecture has built on sand.

My operational experience sits on the crypto side of the boundary: MPC custody (crypto-asset safekeeping secured by multi-party computation), on-chain flows, Travel Rule (the obligation to make the identity of sender and beneficiary travel with each transfer), CASP licence applications. Institutional securities post-trade is a craft of its own, with its own practitioners. But the boundary itself is something every product leader touching tokenization must know how to draw, because it decides everything downstream.

Sources

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