ROMANIA Law and Practice Contributed by: Alexandru Stanescu, Simina Negulescu, Anca Popan and Mihai-Cristian Huială, Lexters
6.2.4 Special Considerations Significant ARTs and significant EMTs are subject to additional requirements and EBA supervision. Signifi- cance is determined by objective criteria – number of holders, market capitalisation, transaction volumes and role as a means of exchange – and the additional obli- gations cover governance, capital, liquidity, interoper- ability, recovery and redemption planning. For signifi- cant EMTs, the overlap with payments supervision is particularly important, as discussed in 6.1 Payments . The BNR, EBA, ECB and other EU authorities may all be involved, particularly for tokens referencing the euro or used at scale across several member states. Their roles are allocated under MiCA, with oversight co-ordinated through the college of supervisors mechanism. 7. Tokenisation and Real-World Assets 7.1 Treatment Tokenised and real-world-asset products are regu- lated in Romania by reference to the rights attached to the token, not the technology used to issue it. Tokenisation is not a standalone regulatory category: the same asset can fall outside MiCA, or qualify as a financial instrument, a fund interest, a crowdfunding instrument or a payment instrument, depending on the rights granted to holders. For real estate RWAs, direct tokenisation of the underlying asset is not the most workable Romanian structure. Direct ownership of Romanian real estate requires notarial transfer documents and Land Book registration; a blockchain entry cannot replace those formalities. The practical approach is to place the real estate in a Romanian special purpose vehicle (SPV). Inves- tors receive rights connected to shares, participation rights, profit rights, receivables or contractual rights in the SPV, while the token acts as a digital representa- tion or transfer tool for those rights, with enforceability anchored in corporate documents, shareholder regis- ters and KYC rules.
A well-structured tokenised RWA project typically involves the following layers: • an asset-holding SPV incorporated for the relevant asset or pool of assets; • an issuer or investor layer structured for transfer- ability, pooling or public offering mechanics; • corporate documents governing voting, distribu- tions, exits, transfers, drag and tag rights, informa- tion rights and default scenarios; • tokenholder terms and offering materials that explain the legal nature of the token; • KYC, AML and investor eligibility controls on pri- mary and secondary transfers; and • a platform, custody and technical layer aligned with the legal structure, so that an on-chain transfer does not create a false impression of legal transfer where off-chain corporate registers have not been updated. The process should begin with classification and structuring, not with token drafting. The classifica- tion phase should cover the asset, investor rights, transferability, redemption or exit mechanics, target jurisdictions, marketing model, custody, platform role and secondary transfer plan. Only after this analysis should the project draft token terms, offering materials and technical specifications. Depending on the goals of the project, tokens may be legally structured as a representation of value, a contractual right, a corporate participation or a claim against an SPV, and the choice of structure determines the applicable regulatory framework. The principal risks are misclassification (treating a MiCA crypto-asset as a financial instrument or vice versa), misrepresentation (presenting the token as direct real estate ownership when the legal structure gives only corporate or con- tractual rights) and secondary trading restrictions (an on-chain transfer that is technically possible may still be legally prohibited under shareholder agreements, articles of association or investor eligibility rules). Legal, technical and commercial messaging must be aligned from the outset. Romania is well placed for RWA tokeni- sation work given its EU-anchored regulatory perimeter, established custodian and banking relationships and the Civil Code’s ability to accommodate tokenised structures, provided the token is built around the under- lying legal asset rather than used as a substitute for it.
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