Luxembourg Financial Services Regulator CSSF Issues First FAQ on Fund Tokenisation
On 2 October 2026, Luxembourg’s financial regulator, the Commission de Surveillance du Secteur Financier (CSSF), published the first version of its FAQ on tokenisation (FAQ), addressing the tokenisation of investment funds: the digital representation of assets on distributed ledgers, or the issuance of traditional asset classes in tokenised form so they can be issued, stored and transferred on a distributed ledger technology (DLT).
It is to be noted that the FAQ are not meant to be a complete guide to tokenisation under Luxembourg law, but rather a listing of recurrent questions received by the CSSF, with no vocation to treat the topic exhaustively. The FAQ are without prejudice to other legal obligations, including AML requirements, and will be updated and adapted as necessary; entities should regularly check the CSSF’s website for updates.
This alert summarises the CSSF’s approach to tokenisation and the key points addressed in the FAQ for Luxembourg undertakings for collective investment (UCIs), their administrators and control agents.
The CSSF’s Approach: Technological Neutrality
The CSSF evaluates the risks of tokenisation-based business models by looking at how the technology is used, not the technology itself, in line with its technologically neutral approach, and acknowledges tokenisation’s potential benefits, notably in efficiency and cost.
The CSSF encourages entities considering tokenisation to contact it early to initiate a preliminary dialogue, identify the relevant legislative frameworks and licence requirements, and flag potential obstacles. Supervised entities may contact their usual point of contact; others may contact the CSSF’s Innovation Hub.
Tokenisation of Investment Funds
Consistent with technological neutrality, Luxembourg UCIs can issue native units/shares using DLT (tokenised units/shares), provided the operating model complies with the regulatory framework applicable to the relevant UCI. The choice of legal form is unaffected, as tokenised units/shares may be issued in registered or dematerialised form under the 1915 Law;1 DLT as issuance and record-keeping infrastructure does not determine the legal form of the underlying securities, or vice versa.
For registered units/shares, any UCI administrator (UCIA) in charge of the registrar function may use DLT to maintain the unit/shareholder register. For dematerialised units/shares, an eligible entity (e.g. the investment fund manager (IFM), a registrar agent or a credit institution authorised as UCIA) must act as UCIA for the registrar function, in addition to complying with the Dematerialised Securities Law.2
Appointing a control agent under the Dematerialised Securities Law does not remove the requirement to appoint a UCIA for the registrar function, though a single entity may hold the licences for both.
Where a UCI issues both tokenised and traditional units/shares, multiple entities may act as UCIAs for the registrar function, provided proper coordination, disclosure, consolidated recordkeeping, risk management, and statutory compliance are all preserved.
Control Agent Specificities
Entities wishing to perform control agent activities in Luxembourg must notify the CSSF at least two months before performing these services.3 The notification period runs only once the CSSF confirms completeness of the documentation submitted, and it may prohibit the activity if required information is not provided.
Where control agent activities are outsourced or supported by Information and Communication Technology (ICT) third-party arrangements, additional notifications may be required, generally at least three months before outsourcing starts (one month for a Luxembourg support professional), affecting the timeline.
Entities established in other EEA Member States must first inform their home authority before notifying the CSSF and facilitate the CSSF’s ongoing access to compliance information, directly, or potentially via bilateral cooperation between regulators.
The CSSF considers control agents within the meaning of article 1(10a) of the Dematerialised Securities Law to fall within the scope4 of Digital Operational Resilience Act (DORA),5 such that these entities must demonstrate DORA-compliant systems and controls. Third-party technical support (e.g. smart contract development or administration) is also permitted, and the CSSF considers it highly likely that control agent activity qualifies as a “critical or important function” within the meaning of article 3(22) of DORA; where ICT arrangements support the control agent activity, entities must notify the CSSF,6 using the relevant form, within applicable time limits, or inform the CSSF beforehand with its rationale if reaching a different conclusion.
What Should You Do Now?
The publication of the FAQ warrants a review of existing and planned tokenisation arrangements. You should:
- As a UCI or IFM, assess whether a planned or existing native issuance of units/shares on DLT complies with the regulatory framework applicable to the relevant UCI, and confirm the appointment and scope of the UCIA responsible for the registrar function.
- Where multiple UCIAs are, or will be, appointed for the registrar function, review investor disclosure in the offering documents and the arrangements for consolidated oversight of units/shares issued.
- As a prospective control agent, map out the notification timeline under the Dematerialised Securities Law, factoring in any additional notifications for outsourcing or ICT third-party arrangements under Circular CSSF 25/882.
- Review DORA compliance frameworks to ensure they extend to control agent activities.
- Engage with the CSSF’s Innovation Hub, or your usual point of contact, early in any tokenisation project.
How We Can Help
Our Investment Funds team advises fund managers, depositaries, UCI administrators, and control agents on Luxembourg fund law and the evolving tokenisation and digital asset framework. Please get in touch.
This alert is for general information purposes only and does not constitute legal advice.
This publication/newsletter is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer. Any views expressed herein are those of the author(s) and not necessarily those of the law firm's clients.
