Token Issuance and Tokenisation Platforms in Kenya: The CMA Licence Nobody’s Talking About

Search clay-law.com for “NFT tokenization” or “tokenized securities” and, until now, nothing came back. That gap matters because Kenya’s Virtual Asset Service Providers Regulations, 2026 treat tokenisation of real-world assets as its own distinct licence category, sitting under the Capital Markets Authority rather than folded into the exchange or wallet-provider rules. For anyone building a platform to tokenise property, receivables, equity, or other real-world assets, this is the category that actually governs the business.

A separate licence, under a separate regulator

Regulation 61 requires a person seeking to undertake the activity of virtual asset tokenisation to apply to the Capital Markets Authority for a licence, distinct from the wallet-provider and stablecoin-issuance categories that sit with the Central Bank of Kenya. This split matters for structuring: a business that both operates an exchange and runs a tokenisation platform is dealing with the same regulator for both under the CMA, but a business combining tokenisation with custody or wallet services is coordinating across two separate regulatory relationships.

What the application adds on top of the general requirements

Regulation 61(2) is explicit that a tokenisation licence application sits on top of, not instead of, the general application requirements under regulation 6. In addition to everything regulation 6(2) already demands, a tokenisation applicant must also submit rules of ownership, transferability, compliance, and profit distribution where the tokenisation is based on distributed ledger technology; an independent audit of the systems to be used in the tokenisation of the real-world asset; and the applicable application fee under the First Schedule. The independent systems audit requirement is worth planning for early, since it needs a working, testable tokenisation system to audit, not a specification document.

Regulation 61(3) applies the same thirty-day decision clock used elsewhere in the Regulations: within thirty days of receipt of all required documents and completion of due diligence, the Capital Markets Authority must determine the application and notify the applicant.

Requirements for the tokenised offering itself

Getting the platform licensed is only the first step. Regulation 62 sets requirements specifically for the issuance of tokenised real-world assets, and regulation 63 requires a white paper for any offering of a tokenised real-world asset, on the same model as the disclosure document required for stablecoin issuers and initial coin offerings elsewhere in the Regulations. Each individual tokenised asset offering, not just the underlying platform, has to satisfy its own disclosure standard before it can be offered or listed. A licensed platform that mishandles the white paper for a specific asset offering has a compliance problem with that offering, separate from the standing of its platform licence.

Regulation 65 then governs the listing of tokenised assets, which is the step that determines whether a given tokenised asset can actually be made available to the public or admitted to trading through a licensed exchange, rather than existing only as a private arrangement between the platform and individual investors.

Why this is a genuine gap for Kenyan platforms

Real-world asset tokenisation, representing property, receivables, private equity, or other traditional assets as tradeable tokens on a distributed ledger, is a distinct business model from running a crypto exchange or a wallet. It brings its own securities-law-adjacent questions: what rights does a token holder actually have against the underlying asset, how is transferability enforced, and how are profit distributions handled when the underlying asset generates income. Regulations 61 through 65 answer those questions directly rather than leaving a tokenisation platform to try to fit itself awkwardly into the exchange or wallet-provider categories, which is why treating tokenisation as “just another exchange listing” during structuring is a mistake that shows up at the licensing stage.

Capital and where tokenisation sits in the fee schedule

The Fifth Schedule sets a distinct capital tier for a Virtual Asset Offering Provider operating a token issuance platform, separate from the tiers set for wallet providers, exchanges, payment processors, and brokers. Businesses evaluating whether to structure as a tokenisation platform, an exchange with a tokenisation function, or both should model the capital and compliance cost of each licence category before committing to a structure, since the categories are not interchangeable once an application is filed.

What it actually costs to hold this licence

The Fifth Schedule sets the paid-up and liquid capital a Virtual Asset Offering Provider operating a token issuance platform must hold at KES 20,000,000 paid-up capital, with liquid capital of KES 4,000,000 or 8% of total liabilities, whichever is higher. This sits well below the capital demanded of a wallet provider or exchange, reflecting that a tokenisation platform’s risk profile is different from one that custodies consumer assets directly, but it is still a real, fixed regulatory cost that needs to be modelled into the business case before an applicant commits to this licence category over the alternatives.