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Digital Assets

We advise family offices, founders, and fintech firms on the full legal lifecycle of digital assets—covering structuring, regulation, tokenisation, custody, and dispute resolution. From DIFC and ADGM foundations for DAOs to tokenised real estate platforms and smart contract enforcement, we provide commercial, regulatory, and technical legal clarity.

Our team works across UAE free zones and offshore jurisdictions to support crypto fund formation, protocol launches, exchange licensing, and Web3 governance. We help clients comply with FSRA, DFSA, VARA, and global AML/tax obligations while protecting IP, investor rights, and digital asset ownership.

Whether you’re a founder launching a new DeFi protocol or a family office allocating to tokenised funds, we structure your digital asset strategy to be enforceable, tax-efficient, and legally resilient.

Digital assets move fast—so do we. We’re your trusted legal partner at the edge of innovation, building compliant infrastructure for tomorrow’s financial ecosystem.

Digital Assets: Navigating the Legal Frontier of Wealth, Innovation, and Regulation

The digital asset economy is no longer emerging—it’s here. Cryptoassets, tokenised securities, NFTs, decentralised finance (DeFi), and blockchain infrastructure are reshaping global finance and ownership models. But with opportunity comes risk, complexity, and regulatory uncertainty.

We act for founders, family offices, fund managers, and institutional investors navigating the digital asset space across structuring, regulation, custody, enforcement, and cross-border compliance. Whether you’re launching a Web3 protocol, investing in tokenised assets, or integrating blockchain infrastructure into your operations, we deliver legal clarity in an environment of constant change.

Our practice spans DIFC, ADGM, and UAE onshore regimes—giving you regulatory alignment, commercial foresight, and legal resilience.

Who We Advise

Family Offices & HNWIs

- Portfolio allocation into crypto, DeFi, or tokenised assets

- Regulatory and tax-compliant investment structuring

- Asset protection using DIFC or ADGM foundations

- Custody arrangements with licensed providers

- Cross-border enforcement and private dispute resolution

Crypto Founders & Developers

- Token issuance and distribution (utility, governance, or hybrid)

- DAO formation and liability structuring

- Licensing (VARA, ADGM, DFSA sandbox, or offshore jurisdictions)

- Smart contract enforceability and IP protection

- Developer and advisor equity/token agreements

Funds & Institutional Players

- Formation of digital asset funds (hedge, venture, hybrid)

- Prospectus and private placement frameworks

- Regulatory authorisation with FSRA (ADGM) or DFSA (DIFC)

- KYC/AML structuring for on-chain/off-chain flows

- Cross-border custody and fund administration

Fintech and Infrastructure Providers

- Licensing and sandbox participation

- API contracts, tokenised payment rails, stablecoin integration

- IP, data protection, and commercial agreements

- Interoperability and DAO interface structuring

- Platform liability and risk mitigation

Key Services: Legal Infrastructure for the Digital Economy

1. Entity Formation & Licensing

- DIFC and ADGM fintech setup (authorised firms, DLT platforms)

- FSRA authorisation under the Digital Asset Framework

- VARA licensing in Dubai (broker-dealer, custodian, exchange, etc.)

- Offshore entities for protocol governance or token issuance (BVI, Cayman)

- DIFC/ADGM foundation structuring for DAOs and token projects

2. Token Structuring & Issuance

- Legal classification of utility, governance, or asset-backed tokens

- Tokenomics structuring (vesting, lock-ups, distribution)

- Private sale agreements, SAFTs, and convertible tokens

- Compliance with FSRA rules on Offer of Digital Securities

- Analysis under UAE SCA and global securities laws

3. Commercial Contracts & Platform Agreements

- Exchange listings, market making, and liquidity provision

- Staking, yield farming, and token swap agreements

- Custodial agreements and asset segregation terms

- Software licensing and Web3 API integrations

- Terms of use, risk disclosures, and dispute clauses

4. Dispute Resolution & Enforcement

- Recovery of digital assets in fraud, hacking, or loss events

- Injunctive relief and freezing orders over wallets and keys

- Shareholder/tokenholder disputes in DAOs or protocols

- Enforcement in DIFC/ADGM courts or via arbitration

- Forensic collaboration to trace, identify, and recover digital value

5. Governance & DAOs

- DAO structuring using ADGM foundations or Cayman LLCs

- Smart contract vs legal wrapper strategies

- Governance frameworks and voting protocols

- Token-based equity and incentive plans

- Dispute mitigation mechanisms and fork planning

6. Tax & Regulatory Strategy

- Cross-border crypto tax mapping and reporting obligations

- UAE VAT and corporate tax analysis for digital asset operations

- Economic Substance and UBO filings for digital entities

- FATF compliance and transaction monitoring frameworks

- Data privacy law alignment (UAE, DIFC, ADGM, GDPR)

Regulatory Environment: UAE vs Global Trends

Jurisdiction
Regulatory Body
Regime for Digital Assets
ADGM
FSRA
Progressive, formal Digital Asset Framework since 2018
Dubai (onshore)
VARA
New, dedicated crypto authority (brokers, custodians, exchanges)
UAE (federal)
SCA
Some regulatory clarity on crypto as commodities and securities
Cayman/BVI
CIMA/FSC
Flexible token issuance and fund structuring environment

We help you choose the jurisdiction based on your business model, investor base, and regulatory risk tolerance.

Why DIFC and ADGM Matter for Digital Asset Businesses

These two jurisdictions are at the heart of UAE’s digital asset ecosystem.

DIFC

- Globally respected courts and legal system

- Supportive of fintech, but cautious on digital assets

- Good for SPVs, holding companies, and token project backends

- Common law with contract flexibility

ADGM

- Early mover in regulating digital assets (since 2018)

- FSRA provides clear rules on custody, trading, exchanges, and funds

- Popular for hedge funds, custody firms, and OTC desks

- Allows direct listing of digital securities and utility tokens

We help clients align their structure with the most forward-thinking framework, while mitigating future regulatory risks.

Foundation Structures for Digital Assets and DAOs

DIFC and ADGM both offer foundation regimes ideal for:

- Protocol ownership

- DAO governance and legal wrappers

- IP and treasury management

- Vesting and token distribution

Benefits include:

- Separation of personal liability

- Succession planning for long-term protocol control

- On-chain/off-chain integration through bylaws and governance documents

- UAE tax efficiency and reputation

We regularly establish foundations that act as DAO members, token treasury holders, and IP licensors—linking legal and technical governance.

Tokenisation of Real World Assets (RWA)

Tokenising physical or traditional assets is a growing trend in the UAE, especially in:

- Real estate (REIT-like models, fractional ownership)

- Art and collectibles (NFTs with legal title linkage)

- Funds and securities (tokenised feeder funds)

- Commodities and gold (asset-backed stablecoins)

We advise on:

- Licensing, custody, and tokenholder rights

- AML and compliance for asset origin verification

- Enforcement of RWA rights in UAE/DIFC/ADGM courts

- Investor disclosures and regulatory filings

- Offshore vs UAE domiciliation for token SPVs

Smart Contracts: Enforceable or Not?

Smart contracts raise questions of:

- Enforceability under DIFC/ADGM law

- Contract formation and digital signature validity

- Code vs intention disputes

- Jurisdiction, governing law, and choice of forum

We draft smart contract frameworks that:

- Map code outcomes to legal triggers

- Build in arbitration and enforcement pathways

- Integrate legal terms by reference

- Avoid illegal or unenforceable constructs

We also help resolve disputes where smart contracts were incorrectly coded, exploited, or created unexpected legal outcomes.

Custody, Wallets & Recovery

Custody is the single largest legal risk for digital asset investors.

We advise on:

- Custody agreements with licensed providers (ADGM, VARA)

- Segregation of assets and bankruptcy protections

- Wallet key ownership and recovery protocols

- Regulatory capital requirements for custody firms

- Emergency strategies in loss, fraud, or frozen assets

In contentious scenarios, we pursue recovery via courts, forensic tracing, and enforcement mechanisms under UAE law.

Why Clients Choose Us

Multi-jurisdictional fluency — DIFC, ADGM, Cayman, BVI, Singapore—we structure across borders.

Technical understanding — We understand the tech—wallets, nodes, protocols, smart contracts—not just the law.

Regulatory depth — We track shifting laws, authorisation standards, and enforcement approaches globally.

Commercial fluency — Our advice reflects not just compliance—but investment reality, market dynamics, and deal velocity.

Discretion and reliability — Whether high-profile or stealth-mode, your matters are handled with the utmost confidentiality.

OFFICE

Level 30

ICD Brookfield Place

DIFC Dubai

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