Tokenization
Tokenisation of financial instruments in Italy operates on three distinct legal layers that must be kept separate: the Italian Fintech Decree (DL 25/2023, Law 52/2023) for the digital form of Italian financial instruments on DLT; the EU DLT Pilot Regime (Reg. (EU) 2022/858) for European market infrastructures; MiCAR (Reg. (EU) 2023/1114) for crypto-assets not qualifying as financial instruments.
The Italian Fintech Decree allows issuance, in digital form on DLT, of: shares, bonds, S.r.l. debt securities under Article 2483 of the Civil Code, further admitted debt securities, money market instruments, units or shares of Italian collective investment undertakings. The original list is typified in Article 2; CONSOB regulatory extensions (Article 28 of the post-conversion decree) may include additional instruments (e.g. S.r.l. PMI quotas). The register manager is a supervised entity listed in a CONSOB register.
As of May 2026 the market has seen first registrations (2024), the registration of ClubDeal Digital (July 2025), first cancellations, and the issuance of the first Italian Fintech Decree-compliant digital bond by CDP (July 2025). On the boundary with MiCAR, the substance over form criterion applies (ESMA Guidelines December 2024): a token's qualification as a transferable security depends on the substantive analysis of embedded rights.
LX20 advises issuers, investment funds, intermediaries and technology operators on:
- Structuring of native DLT issuances (shares, bonds, participative financial instruments)
- Register manager authorisation before CONSOB
- Real-asset tokenisation (real estate, art, commodities) with structures compatible with Italian law
- Corporate DAOs: integration of decentralized governance with company law
- MEF regulatory sandbox DM 100/2021 for complex projects (indicative practice timeframes 4-9 months)
The practice coordinates corporate, regulatory, tax and technology aspects.
Related practices
Frequently asked questions
What is a digital financial instrument under the Italian Fintech Decree?
A financial instrument issued and held through distributed ledger technologies. Article 2 of DL 25/2023 typifies: shares, bonds, S.r.l. debt securities under Article 2483, money market instruments, units of Italian collective investment undertakings.
Are S.r.l. PMI quotas tokenisable?
They are not in the original Article 2 DL 25/2023 list. Inclusion runs through regulatory extensions enabled by Article 28 of the post-conversion decree, coordinated between CONSOB and the Bank of Italy.
Who can act as register manager?
Supervised intermediaries in predetermined categories (banks, investment firms, asset managers, ECSPR portal operators) and entities registered with CONSOB, which assesses capital, governance, technological infrastructure and asset segregation requirements.
Are the Italian Fintech Decree and the DLT Pilot Regime the same?
No. The Italian Fintech Decree is the national regime on the digital form of financial instruments. The DLT Pilot Regime is the EU regime (Reg. (EU) 2022/858) on DLT market infrastructures. The two layers interact but are not interchangeable.
Does MiCAR apply to digital financial instruments?
No. MiCAR (Article 2 par. 4) excludes crypto-assets qualifying as financial instruments under MiFID II. ESMA Guidelines of December 2024 confirm the substance over form criterion.
Can I tokenise a real estate asset in Italy?
Yes, with structuring typically through real estate funds, holding S.r.l. or ad-hoc vehicles. DLT representation of interests in the vehicle is compatible with Italian law if interests qualify as financial instruments admitted under Article 2 DL 25/2023.
Can I incorporate a corporate DAO in Italy?
Yes, with structuring integrating decentralized governance and Italian civil law. Requires case-by-case analysis of representation, voting, contribution and corporate body liability profiles.
What is the DM 100/2021 regulatory sandbox?
Sandbox established by MEF Decree 100/2021 implementing Article 36 of DL 34/2019. Allows experimentation of innovative solutions not fully compliant with the regulatory framework, with selective derogations agreed with the competent authorities.
How long does a tokenised issuance take?
Variable. For a standard DL Fintech issuance, 3-6 months from mandate to registration. For new setups (register manager + coordinated issuance) 6-12 months, depending on complexity.
What are the risks of incorrect regulatory qualification?
Unlawful offering of financial instruments (Article 166 TUF), contractual nullity, investor liability, CONSOB sanctions. Substantive ex-ante analysis is critical.
Italian Fintech Decree, DL 25/2023, DLT Pilot Regime, MiCAR, digital financial instruments, blockchain securities, real estate tokenisation, corporate DAO, CONSOB register manager, MEF sandbox DM 100/2021