Lukas Wipf

CPO & Co-Founder

Share

Contact Us

ONINO provides infrastructure for regulated tokenized financing across the EU and Switzerland.

On this page

Quick Takeaway

Tokenized debt is not a crypto product, and it does not change what a bond or a loan is in legal terms. It changes how the instrument is issued, registered, serviced, and transferred. Under the EU DLT Pilot Regime, MiFID II, and the EU Prospectus Regulation, issuers can structure conventional bonds, subordinated loans, profit participation rights, and convertible notes through regulated digital infrastructure, with the investor register, payment schedule, and transfer logic running on a platform rather than across a chain of intermediaries. Liquidity follows when the post-trade plumbing stops being the bottleneck.

Where does tokenized debt actually unlock liquidity for bonds and loans?

What does it mean for a bond or a loan to be "tokenized"?

A tokenized debt instrument is a conventional debt contract — bond, subordinated loan, profit participation right, or convertible note — issued and managed through a regulated digital platform rather than through paper certificates and intermediary chains. The legal character is unchanged: the investor remains a creditor with a claim to interest and principal, and ordinary securities law continues to apply. What changes is the record and the rails. Investor entries sit in a digital register, subscriptions and transfers are executed through the platform, and corporate actions such as coupon payments are administered programmatically.

Which debt instruments are practical candidates for digital issuance?

Four instrument families cover the majority of European tokenized-debt activity in 2026. Plain-vanilla bonds and notes work well because the cash-flow logic is simple and the standardisation translates cleanly into a smart contract. Subordinated loans, widely used in real estate and SME growth financing, benefit from the standardised distribution that a platform provides; in legacy form they require bilateral negotiation per investor. Profit participation rights, which sit between debt and equity, are the most operationally expensive instrument to administer manually, so the gain from automating profit-distribution calculations and payouts is largest there. Convertible notes encode the conversion trigger as a smart-contract condition, which gives every party an auditable record of when and how the debt becomes equity.


Instrument

Economic profile

Where digital issuance helps most

Senior or unsecured bond

Fixed coupon, fixed maturity

Faster issuance, lower distribution cost, programmable coupons

Subordinated loan

Higher yield, ranks behind senior creditors

Multi-investor distribution at fundraise scale

Profit participation right

Variable return linked to performance

Automated distribution against audited results

Convertible note

Debt that converts to equity on trigger

Programmatic conversion, on-chain cap table record

Where does the EU DLT Pilot Regime fit in?

Regulation (EU) 2022/858, the DLT Pilot Regime, applies from 23 March 2023 and lets authorised firms operate three new market infrastructure types under targeted exemptions from MiFID II and CSDR: a DLT multilateral trading facility, a DLT settlement system, and a combined DLT trading and settlement system. The framework is calibrated to bonds, other forms of securitised debt, and money-market instruments where each issuance is below €1 billion; the aggregate market value of all instruments on a venue is capped at €6 billion, with a transition obligation triggered at €9 billion. The Pilot is set to run for at least three years and is supervised by national competent authorities with ESMA in a coordination role.

The Pilot Regime is not the only path. Most practical tokenized-debt issuances in Europe still run through national electronic-securities frameworks rather than DLT trading venues, because the issuance volume sits below the threshold where a regulated trading venue is needed. The Pilot becomes relevant when the issuer wants secondary-market trading on a DLT infrastructure under a single regulatory permission.

What does the real market actually look like?

The institutional reference points are public. The European Investment Bank issued a €100 million two-year digital bond on the Ethereum public blockchain in April 2021, placed with Goldman Sachs, Santander, and Société Générale, with cash settlement represented in a Banque de France CBDC. The EIB followed with a second €100 million digital bond in 2022 on a private blockchain. The World Bank, the Bank for International Settlements, and major commercial banks have run further pilots covering wholesale settlement, intraday repo, and tokenized money-market funds, with BlackRock's BUIDL surpassing $1 billion in tokenized money-market AUM in early 2025 and peaking near $2.9 billion by mid-year.

Below the headline issuances, the more interesting movement is in mid-market private debt. Issuers that historically could not justify the overhead of a public bond programme are using digital infrastructure to run €1 million to €50 million issuances with the same standardisation a public deal gets.

What changes operationally when debt moves to a platform?

The same seven steps apply to any digital issuance: legal structuring, offering documentation, platform configuration, investor onboarding, offering period, register entry and instrument creation, and post-issuance servicing. The platform compresses each step.

Investor onboarding handles KYC, AML screening, and suitability checks in one flow rather than across spreadsheets and email chains. Subscription is digital and timestamped, so legal records are coherent from day one. The investor register updates in real time, removing the manual reconciliation step that produces errors at scale. Coupon payments and corporate actions execute on schedule, with audit trails attached to each event. Secondary transfers, where permitted, run through the same compliance checks the platform already enforces at primary issuance — so the post-trade workflow is not a separate system that has to be rebuilt for every offering.

"A next-generation monetary and financial system is taking shape, based on a tokenised unified ledger."

— Bank for International Settlements, Annual Economic Report, press release, 24 June 2025

Where does liquidity actually come from?

Liquidity in private debt does not appear because an instrument is recorded digitally. It appears when three conditions are met simultaneously: investors can be onboarded once and re-used across offerings, transfers can settle without re-papering the instrument, and the register is authoritative and machine-readable. The first condition is solved by a reusable investor identity layer. The second is solved by on-chain transfer logic that carries compliance with it. The third is solved by an authoritative electronic register, whether held centrally or in a DLT-based form.

We refer to this internally as the ONINO Debt-Token Lifecycle: Structure, Register, Issue, Service, Transfer. Each step is fully digital, each step is auditable, and each step compresses time relative to the legacy workflow. Liquidity is a downstream property of getting all five right.

How does ONINO support tokenized debt issuance?

ONINO provides the regulated infrastructure for issuing and managing tokenized debt instruments across European markets. The platform handles KYC, AML and suitability checks, subscription, register management, coupon administration, corporate actions, and transfer-level compliance for senior bonds, subordinated loans, profit participation rights, and convertible notes.

Banks and asset managers operate the platform under a white-label model, offering digital debt products to their own clients under their own brand while ONINO carries the technical and compliance authorization. This pattern matters most for banks running structured-product programmes, asset managers raising private credit, and platforms that need to run multiple parallel offerings on a single compliance footprint.


Book a call

Bring your bond, subordinated loan, profit participation right, or convertible note. We will walk you through the issuance lifecycle, the regulatory path that fits your structure, and the timeline to launch.

Book a call with the ONINO team →

Want to learn more how this can be applied to your business?