Web3 & Tokenized Real Estate Structuring in UAE
Real Estate Tokenization in UAE: Company, SPV & License Setup
Real estate tokenization in the UAE is moving from hype to regulated reality. Dubai Land Department and VARA have launched a pilot real estate tokenization project in Dubai, signalling official support for tokenized property investment. At the same time, ADGM and DIFC treat property-backed tokens as securities or “digital securities”, bringing them under established financial services rules.
Consultrio helps you design and implement the full structure behind your tokenized real estate project – from the UAE holding/SPV entities and regulatory permissions to banking, EMI/PSP connections and AML/KYC frameworks.
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Advantages
Why UAE for Real Estate Tokenization
1. Regulatory momentum
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Dubai Land Department (DLD) and VARA are piloting a Real Estate Tokenization Project, signalling regulatory support for tokenized property backed by virtual assets.
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VARA regulates virtual asset activities in the Emirate of Dubai (except DIFC), with a dedicated rulebook for virtual assets and related activities.
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ADGM’s FSRA and DIFC’s DFSA already treat many property-backed tokens as digital securities / security tokens, with clear frameworks for issuance, trading and custody.
2. Business & tax advantages
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100% foreign ownership structures in free zones.
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Access to regional & global investors through DIFC/ADGM capital markets and UAE’s growing virtual asset ecosystem.
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Competitive corporate tax regime with planning options for SPVs and holding companies (subject to substance and anti-avoidance rules).
3. Branding & distribution
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“Dubai” and “Abu Dhabi” in your prospectus help build trust with retail and professional investors.
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Ability to combine real estate, Web3 and finance into one story: regulated tokens backed by real property in a top global hub.
4. Mature ecosystem & specialist infrastructure
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Deep Web3 & fintech talent pool
Access to lawyers, structuring advisors, tokenization platforms, blockchain developers and compliance providers who already work with VA / STO projects in UAE.
Why UAE for Real Estate Tokenization?
Choosing the right VASP structure is key when applying for a license in SVG.
Each option—like a crypto exchange, wallet provider, or token issuance business—has unique requirements, compliance obligations, and benefits.
1. Regulatory momentum
A Business Company (BC) or LLC incorporated in SVG is the standard vehicle for an Exchange VASP. It provides limited liability, a clear corporate structure recognised by the FSA, and is suitable for licensing under the Virtual Assets Business Act.
Wallet Service Provider
Perfect for fintechs offering digital wallets or custody solutions.
Lower capital requirements and easier compliance compared to exchange licenses, while still providing full regulatory legitimacy.
Token Issuer / ICO Operator
Best for blockchain projects launching tokens or running fundraising campaigns.
Allows you to issue tokens legally and meet AML/CFT obligations under a licensed structure.
Advisory or Broker VASP
Suited for businesses providing crypto-related consulting, brokerage, or investment advice.
Use ADGM as an institutional base for real estate tokenization and digital securities. Ideal for fund / SPV structures, ADGM offers a mature framework for security tokens and professional investors. Consultrio helps you set up the SPV, obtain the right permissions and connect banking and compliance.
Choose VARA if you want a Dubai-focused, virtual-asset-native structure for tokenized real estate. This route fits platforms targeting a broader retail audience and integrating virtual asset flows. Consultrio designs your entity, VA licensing path and payment flows around VARA’s rulebook.
DIFC is best when your project looks like a capital-markets STO for real estate, aimed at professional or institutional investors. DFSA’s investment token regime lets you position your deal alongside traditional securities. Consultrio supports company setup, licensing strategy and investor-ready documentation
Licenses and Approvals You May Need
Launching tokenized real estate in the UAE isn’t only about the tech or SPV – you also need the right virtual asset / security token licences, real estate approvals and AML/KYC framework from regulators like VARA, ADGM and DIFC. This section outlines the main permissions your structure may require.
Virtual Asset / Security Token Permissions
Depending on jurisdiction and business model, you may need:
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A virtual asset service provider (VASP) licence or equivalent under VARA or ADGM FSRA for issuance, exchange, brokerage or custody of real estate tokens.
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A financial services licence under DFSA / FSRA if tokens are treated as securities or funds.
Real Estate & Land Department Approvals
Alignment with Dubai Land Department or relevant authority where the property is located, especially where token ownership needs to be linked to title / registers.
Offering Documents & Prospectus / Whitepaper
An offering document / prospectus / STO whitepaper that describes the project, risk factors, token rights and investor protections in line with DFSA/FSRA or VARA expectations.
AML / CFT & Investor Onboarding
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Full AML/CFT policy, risk assessment and KYC/KYB flows tailored to real-estate + virtual asset risk.
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Screening of investors, source of funds checks, travel rule / wallet screening where applicable.
Have Questions?
Book a complimentary call with our compliance team
Choose a convenient time to chat with our team in UAE and get the answers you need to take the next step.
Banking, EMI & Payment Flows for Tokenized Real Estate
One of Consultrio’s biggest value-adds is combining legal structure + banking/EMI.
Investor On-Ramps & Collection Accounts
Set up dedicated bank and EMI accounts to receive investor funds in AED, USD or EUR. We map how money enters the structure, who controls it and how it’s reconciled against token subscriptions.
Segregated Client Money & Escrow
Protect investors with segregated client accounts and, where needed, escrow or trustee arrangements. We help you document these flows so banks, EMIs and regulators are comfortable with your model.
Fiat ↔ Crypto / Stablecoin Paths
Where permitted, we design flows that let investors subscribe and redeem using crypto or stablecoins alongside fiat. We coordinate with regulated VASP and exchange partners so every leg of the journey is compliant.
Yield, Rental & Exit Distributions
Turn rental income and exit proceeds into predictable, auditable payouts. We structure how cash moves from tenants or buyers, through SPVs and operating companies, to your investors’ bank or exchange accounts.
Process
How Consultrio Supports Your Tokenized Real Estate Project
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Step 1 – Strategy & jurisdiction selection
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Clarify your business model (platform vs single project, B2B vs B2C, retail vs professional investors).
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Compare VARA vs ADGM vs DIFC vs other UAE free zones for your use case.
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Map the likely licensing perimeter (who needs a license and for what).
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Step 2 – Entity & SPV structuring
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Design the operating company + SPV + onshore structure around the property.
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Choose the right free zone and legal forms, ensuring flexibility for future projects.
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Coordinate with local counsel where a legal opinion is required, and integrate this into your investor documentation.
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Step 3 – Token, compliance & documentation
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Align token design with securities / virtual asset rules to avoid mis-classification.
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Build your AML/CFT, KYC/KYB, risk and governance framework.
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Draft / review key documentation: shareholders’ agreements, platform terms, subscription documents, SAFT/SAFE where relevant, etc.
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Step 4 - Banking, EMI & PSP connections
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Identify banks, EMIs and PSPs that can support your risk profile and payment flows.
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Structure onboarding packages with clear transaction flows and risk mitigants.
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Assist with the application and compliance narrative so you look bankable from day one.
FAQ
Frequently asked questions
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