BELGIUM Law and Practice Contributed by: Pierre E. Berger and Marc Van de Looverbosch, DLA Piper UK LLP (Brussels)
transfer, custody and enforceability arrangements. It must be clear who owns the underlying asset, wheth- er the token-holder has a direct right, a contractual claim, a security interest or only economic exposure, how insolvency of the issuer or custodian is handled, and how the token can be redeemed or enforced. If the token represents shares in a Belgian compa- ny, ordinary Belgian company law remains relevant, including the rules on nominative and dematerial- ised securities and the evidentiary effect of the share register or securities account. A blockchain register can be useful operationally, but it must fit the legally recognised method of recording and transferring the relevant rights.
RWA structures therefore require more than token design. They require a robust legal wrapper, custody or asset-control arrangement, insolvency analysis, tax treatment, valuation method, AML/CFT process, investor disclosure and, where retail investors are targeted, careful consumer and financial promotion compliance.
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