BERMUDA Law and Practice Contributed by: Bourn Collier and Sharon A. Beesley, BeesMont Law Limited
6.2.4 Special Considerations The SCPS Guidance applies a uniform standard to all issuers, and wind-down and recovery considerations are adequately addressed under the existing DABA licensing framework and exists for stablecoins which may be considered a systemic risk. 7. Tokenisation and Real-World Assets 7.1 Treatment From the outset, DABA legislation (and the definition of “digital asset”) was drafted widely enough to permit asset-backed tokenisation and the issuance of RWA Tokens. However, to address the rapid global growth of real- world asset tokenisation, the rise of yield products such as tokenised money market funds and the con- vergence between digital asset and investment prod- ucts, in 2025 the BMA’s began a consultation process to examine targeted regulatory proposals for asset tokenisation in Bermuda. The latest draft proposals published in April include two notable features: (i) an integrated cross-statutory architecture with a new “tokenised investment” defi- nition introduced into Bermuda’s Investment Busi- ness legislation (supported by mirrored cross-regime exemptions) and (ii) partly rules-based requirements on cyber and smart contract architecture. Key proposals include the following. • A new term “tokenised investment”, a cross-stat- utory anchor concept connecting the investment- side regulatory framework with the digital asset regulatory framework (DABA, DAIA). • Mirrored cross-regime exemptions – a DABA licensee engaged in tokenised investment activity will be exempt from Investment Business Act (IBA) licensing regime, and an IBA licensee engaged solely in tokenised investments will be exempt from DABA, allowing entities to choose which regime best fits their business model without dual licens- ing. • Tokenised funds carve-out – tokenised funds are exempted from DAIA, fund administrators servic-
• Bankruptcy remoteness – backing assets must be placed in structures bankruptcy-remote from any group entities and from any party that issues, man- ages or is otherwise involved in the SCPS issuer’s operations. Other creditors of those parties, and any creditors of the custodian, must have no claims on the backing assets, and the value of the backing assets must not have any significant cor- relation with the creditworthiness of the issuer. • Independent legal opinion – the BMA may require an independent legal opinion confirming that the relevant courts would recognise the underlying assets held in a bankruptcy-remote manner as those belonging to the stablecoin holders. • Disclosure and verification – issuers must produce monthly attestations of backing assets and/or external audits, fully disclose investment policies and invested backing assets to clients and the BMA, and publish a white paper describing rights, obligations and risks. Issuers should also perform internal and external reconciliations on at least a daily basis, comparing internal records of backing assets and tokens in issuance against third-party records. • Yield – yield generation on backing assets is per- mitted under the Bermuda framework SCPS Guid- ance contemplates investment of backing assets in yield-generating instruments including short-term marketable securities, government bonds, public money market funds and short-term cash depos- its subject to BMA-agreed limits, and the Asset Tokenisation Consultation Paper (April 2026) has a consistent posture. The April Asset Tokenisation Consultation Paper extends similar logic to tokenised investments more broadly: Primary Tokenisers (an entity that issues tokenised assets and is responsible for the initial tokenisation process), who must maintain reserve assets on a 1:1 basis with issued tokens, with reserve assets being the exact referenced underlying assets that the tokens purport to represent, and pooled structures must maintain aggregate reserves reflect- ing the aggregate value of the pool. A tiered verifica- tion framework applies – daily internal reconciliations, periodic independent external attestations, and com- prehensive Proof of Reserve audits.
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