From Financial Instruments to Smart Contracts: The Legal Transfromation of Tokenized Real-World Assets

Abstract

Tokenization of real-world assets (RWAs) is transforming financial markets by enabling the digital representation of traditional assets through blockchain infrastructures and smart contracts. Often presented as a technological innovation, tokenization also raises important legal and regulatory questions regarding ownership, transfer, contractual enforcement, and investor protection. This article argues that tokenization should be understood as a hybrid legal and technological mechanism that both reproduces and reshapes traditional financial instruments. It first examines the role of security tokens and smart contracts in automating financial rights and transactions. It then analyses the tokenization of RWAs, focusing on its benefits, liquidity, fractional ownership, and market efficiency, as well as its legal limits, including regulatory fragmentation and cross-border uncertainty. The article concludes that tokenized markets will depend not only on technological development, but also on coherent legal frameworks capable of ensuring trust and legal certainty.