Deciphr Academy
Track 3 · Module 16 · Lesson 5 of 7 · 8 min read

Who do you really have a claim against when you hold a tokenised asset?

Short answer

It depends on the legal wrapper. You might own the asset, own a share of a fund, have an entitlement held by a custodian, or just hold a promise from an issuer.1,2 In many countries, the law may treat a token as a claim against the issuer, not ownership of the asset.3

DirectYou hold: the asset itselfYou depend on: the register and the lawDepositaryYou hold: a right to an asset in custodyYou depend on: the custodianVehicleYou hold: a share in a fund or companyYou depend on: the fund and its managerClaimYou hold: a promise from an issuerYou depend on: the issuer payingProtocolYou hold: a position defined by codeYou depend on: the code
Fig. 5. Five tokens can point at the same Treasury bills and still give you five different claims.

"Backed by" is not enough

Most issuers say their tokens are "backed by" an off-chain asset. The data firm RWA.xyz points out that this says nothing about your legal rights.1 It sorts tokenised assets into five legal structures.1

Structure What you hold Who you mainly depend on
Direct The asset itself, recorded on-chain as the official register1 The transfer agent, and laws that accept an on-chain register1
Depositary A right to an asset that a custodian holds for you, such as PAXG1 The custodian1
Vehicle A share in a fund or company that holds the asset, such as BUIDL or BENJI1 The fund, its manager and its own custodian1
Claim A contract with an issuer that promises exposure to the asset, such as USDY1 The issuer's ability to pay1
Protocol A position defined only by smart-contract code1 The code, with no stated legal rights1

A promise, not the Treasury bills

Ondo's USDY is an example of a claim. As of October 2026, Ondo's documents describe it as a tokenised secured note, not a stablecoin.4 They say USDY gives economic exposure to short-term US Treasuries, but USDY holders have no right to hold or receive any Treasuries.5

The same documents say holders have a security interest in the assets backing USDY.4 They say that if a redemption isn't paid on time, a trust company must sell those assets and repay holders, if the holders approve.4 They also say the issuer, a company in the British Virgin Islands, is designed to be bankruptcy-remote from Ondo's operating companies.5,4

SPVs and bankruptcy remoteness

Some token structures use a special purpose vehicle (SPV).1 This is a separate legal entity set up by a sponsoring firm. Its work is usually limited to holding and financing specific assets.6

Many SPVs aim to be bankruptcy-remote. That means the SPV's assets are kept away from the sponsor's creditors if the sponsor goes bankrupt.6 But in 2009, the Joint Forum of global banking, securities and insurance supervisors warned that this may be harder to achieve in some countries.6

What the law says

Staff at the US Securities and Exchange Commission (SEC) have said that putting a security on a blockchain doesn't change how securities law applies.2 SEC Commissioner Hester Peirce wrote in 2025: "Tokenized securities are still securities."7

In January 2026, SEC staff split tokenised securities into two groups.2

  • Tokens issued by, or for, the company that issued the security.2
  • Tokens made by unconnected third parties, based on another company's security.2

A third-party token may or may not give you any rights as an owner of the real security.2 You may also be exposed to that third party going bankrupt.2 The staff said their statement has no legal force on its own.2

An April 2026 IMF note by Tobias Adrian adds a warning. It said the law in many countries means a token is a claim against the issuer, not a property right in the asset underneath.3 So the asset may be mixed with other assets, and token holders may be treated as unsecured creditors in a bankruptcy.3 The BIS says such questions matter most when something defaults or goes bust.8

Five questions to ask about any tokenised asset
  1. Who issued the token, and in which country?
  2. What exactly do I hold: the asset, a share in a fund, a right held by a custodian, or a promise?
  3. Who holds the real asset, and is it kept apart from the issuer's own money?
  4. What happens to my token if the issuer goes bankrupt?
  5. Which law applies, and which court would decide a dispute?
Our view"Backed by" is a marketing phrase. "Who owes me what, and what happens if they go bust?" is the question that counts.
WatchReal-world assets, and who you really have a claim against, in about two minutes. Captions are built in. Sources are listed at the end.
Sources
  1. Tokenization structure: how the token legally connects the holder to the underlying asset. RWA.xyz documentation (read 22 October 2026).
  2. Statement on Tokenized Securities (staff statement). US Securities and Exchange Commission, Divisions of Corporation Finance, Investment Management, and Trading and Markets, 28 January 2026.
  3. Tokenized Finance (IMF Note 2026/001). International Monetary Fund (Tobias Adrian), April 2026.
  4. USDY: Comparison to stablecoins. Ondo Finance documentation (read 22 October 2026).
  5. USDY: Important notes. Ondo Finance documentation (read 22 October 2026).
  6. Report on Special Purpose Entities. The Joint Forum (Basel Committee, IOSCO and IAIS), Bank for International Settlements, September 2009.
  7. Enchanting, but Not Magical: A Statement on the Tokenization of Securities. Commissioner Hester M. Peirce, US Securities and Exchange Commission, 9 July 2025.
  8. Tokenisation in the context of money and other assets: concepts and implications for central banks. Bank for International Settlements and Committee on Payments and Market Infrastructures, report to the G20, October 2024.
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General education built from the publicly available sources listed above. Not financial, legal, tax or investment advice. Naming a company, project or regulator is not an endorsement either way. Last checked 2026-10-22. Terms and disclaimer.