ITALY Law and Practice Contributed by: Francesco Paolo Patti and Marta Vittoria Colombo, Studio Patti
within existing financial categories, it may be subject to MiCAR or remain governed primarily by contractual arrangements. In practice, an area of development concerns NFTs linked to real-world assets, particularly in sectors such as art. In these cases, the token does not typically confer direct ownership of the underlying asset, but rather represents a set of contractual rights defined by the issuer. As a result, the legal framework is largely based on private law, with emphasis on the terms and conditions governing the relationship between the parties. More complex is the tokenisation of assets such as real estate. Under Italian law, direct tokenisation of ownership rights in immovable property remains dif- ficult, due to the formal requirements governing trans- fers of real estate (including the need for notarised deeds and registration in public registers). A more viable structure involves placing the asset within a corporate vehicle and tokenising the shares or par- ticipations in that entity. In such cases, the tokens may qualify as financial instruments, bringing the arrange- ment within the scope of securities regulation.
The introduction of the EU DLT Pilot Regime and the Italian framework on digital financial instruments has opened the door to more structured forms of tokenisa- tion, including the possibility of issuing and transfer- ring securities through distributed ledger-based reg- isters. However, the circulation and secondary trading of such instruments remains, in practice, complex and still developing from both a legal and operational standpoint. Despite these limitations, a number of pilot projects are emerging in Italy, particularly involving institutional actors, and the overall direction of travel is clear. While the current framework imposes constraints, especial- ly in relation to asset transfer formalities and market infrastructure, the regulatory environment is gradually evolving to accommodate tokenised representations of real-world assets, suggesting significant future growth in this area.
351 CHAMBERS.COM
Powered by FlippingBook