Tokenised Securities · The Inheritance Test · Analysis
The Wallet Does Not Tell You
Nine tokenised equities, five legal forms, one question
Abstract
Tokenised equity now spans at least nine live instruments from major issuers. In a wallet, they are indistinguishable: a ticker, a balance, a price. In law, they range from the share itself to a derivative that cannot leave the platform that sold it — by way of a freezable token whose issuer declines to recognise its holder. This article sorts the field by the only variable that matters when a structure is tested — what the holder's position becomes when the issuer fails — and orders the nine instruments on a ladder of five legal forms: the registered share, the beneficial interest, the secured claim, the claim with an exit, and the bare claim. Verdicts under the Inheritance Test (v1.1) are summarised here; the full gate-by-gate assessments are published as a companion register.
Two findings organise the field. First, the engineering is mostly competent and the labelling mostly is not: the verdicts track the gap between claim and delivery, not the quality of the structure. The clearest case is Coinbase's August launch, marketed as "a real share that you actually own" and documented, in its own FSRA-approved prospectus, as a pooled beneficial interest whose token is not the security and whose on-chain buyers hold no rights the issuer will recognise. Second, the category has quietly chosen its capitals. Prospectus approval now concentrates in two venues: Liechtenstein, where the Jersey and BVI issuers have their prospectuses approved before passporting into the EEA, and the Abu Dhabi Global Market — home to the Coinbase and Binance programmes, and the venue whose register classifies both under the same security type — which is becoming to tokenised equity what Jersey was to structured notes.
I — Same ticker, different ownership
Hold NVDAc, NVDAB, NVDAx, and a Dinari dShare on NVIDIA side by side and a block explorer will tell you they are the same thing: a token whose price is NVIDIA's price. Every issuer claims one-to-one backing. Every issuer publishes some form of proof. Most offer around-the-clock trading and several allow self-custody and use in DeFi. The category's second wave — the first collapsed in 2021–22 under regulatory pressure — has converged on a common surface.
Beneath the surface, almost nothing is common. One of these tokens is a registered share of common stock, carrying the vote and the dividend because the token is the entry on the shareholder register. One is a pooled beneficial interest in shares an SPV holds on trust — and, for most of the people who hold it, not even that. Several are claims on an issuer: some collateralised and hardened, two carrying a door back into the share, one an unsecured contractual claim that cannot leave the platform that sold it. The differences are invisible in the wallet, dormant in normal times, and decisive in exactly one scenario: the failure of the issuer or an intermediary in the chain.
That scenario is the right test — not because it is the only failure that matters (fraud, custodian seizure, and cross-border non-recognition of the offshore structures are its siblings, and they stress the same seams), but because it is the one no market maker's balance sheet or redemption desk's goodwill can paper over, and the one every offering document is forced to answer in writing. The method applied here — the Inheritance Test — asks three questions of every wrapper: whether the economic properties it promises can flow up from the underlying (Gate 1), whether the holder has an enforceable property right or a contractual claim dressed as one (Gate 2), and whether the chosen registration layer actually carries ownership under its governing law (Gate 3). The axiom behind the gates is simple: a wrapper inherits the properties of its underlying; it cannot bestow them. The full framework, its verdict taxonomy, and worked cases are published separately; the gate-by-gate assessments of all nine instruments are published as a companion register. This article does the sorting.
The sorting principle is the test's claim-conversion rule: trace the chain from holder to share, and mark the first point at which an ownership right becomes a contractual claim against an intermediary. Everything downstream of that point is creditor risk wearing the asset's name. Order the nine instruments by where that point sits, and the field arranges itself into five forms — a ladder from the share to the IOU.
II — Form one: the token as the share
At the top of the ladder sits the structure the others gesture at. Superstate's Opening Bell platform tokenises Galaxy Digital Class A common stock by making the on-chain record the shareholder register itself, with Superstate and Equiniti acting as transfer agent. There is no claim-conversion point because there is no claim: the holder is the registered shareholder throughout, with the vote, the dividend, and every corporate-action right that attaches to the share, and the construction rests on Delaware's 2017 amendments to the General Corporation Law permitting corporate records — including the stock ledger — to be maintained on distributed ledgers.
One disclosure belongs with this assessment: the underlying issuer, Galaxy Digital, also publicly advocates the issuer-sponsored model against the third-party wrappers assessed below. The verdict here does not rest on that advocacy — it rests on Delaware's statute and on who appears in the register — but a reader comparing rungs should know the top rung has a house that argues for it. This is the tokenised-equity counterpart of the collectibles case on the Inheritance Test page: a registration wrapper doing the one job a registration wrapper can do, carrying a right the governing law recognises the token as bearing. The verdict is right wrapper, and it is the only unconditional one in the set on the ownership question. The condition it does carry is institutional rather than legal: the pass holds for as long as the transfer agent treats the on-chain record as authoritative. Withdraw that recognition, or lose it in a contested dispute, and the holder falls back to whatever off-chain record remains.
The honest trade-off is at Gate 1. Nothing here promises inherited liquidity — transfer is confined to approved venues and allowlisted wallets, and the disclosure says so. The instrument that solves the ownership problem completely is also the one that makes the least noise about trading. That is not a coincidence, and it recurs down the ladder in mirror image: the freer the token moves, the further the holder tends to sit from the share.
Dinari belongs in this section by ambition and in the next-to-last by verdict. Its dShares are issued through an SEC-registered transfer-agent and broker-dealer structure, pay cash dividends in USDC, and support proxy voting — the full shareholder feature set, inside the US regulatory perimeter rather than offshore. What has not been publicly established is the legal characterisation of the holder's custodial claim in an insolvency: whether the position is a protected entitlement, segregated and statutorily prioritised, or something weaker. Under the method, a verdict cannot be manufactured from a missing fact. Dinari is indeterminate — genuinely, not diplomatically — and the missing fact is named. It is the instrument most likely to join Superstate on the top rung, and the only one whose rung has not been established from public material — a gap that Form BD filings, SIPC membership disclosures, or the customer agreement may yet close.
III — Form two: the beneficial interest, and its two tiers
One rung down is the newest entrant, and the one whose prospectus repays reading most. Coinbase Tokenized Stocks — AAPLc, NVDAc, METAc, GOOGLc, launched on Base in August 2026 — are issued by Coinbase Onchain SPV Ltd, an ADGM vehicle incorporated in June 2026 with $1,000 of share capital and a $3m loan facility from a Coinbase affiliate. Authorised participants buy the shares; Alpaca Securities, an SEC-registered broker-dealer, holds them in a segregated custody account in the issuer's name; the issuer holds them as bare trustee. The launch post calls this "a real share that you actually own, onchain," adds that "if you hold the token, you hold a direct claim on the share," and concludes that "Coinbase Tokenized Stocks are the real deal." Galaxy Research caught the internal contradiction within days — a real share, or a claim on a share, since the two are not the same thing — and the prospectus settles the matter decisively against all three formulations.
The FSRA-approved prospectus and its annexes, dated 4 August 2026, say three things that dismantle the ownership claim. The securities "do not constitute direct investments in the Underlying." Each one is a pro rata beneficial interest in the deposited property as a whole — a pool, not an identified share. And the token is not the security. The terms are explicit where the marketing is not: dealings "through any Blockchain Network, Wallet or smart contract, shall not create, transfer, evidence, or extinguish legal title," and where chain and register disagree, "the Legal Register shall prevail." Legal effectiveness is split down the middle — possession transfers on-chain, legal title transfers "solely upon registration in the Legal Register," an off-chain record maintained by a Coinbase affiliate acting as central securities depositary. The chain moves possession; ownership stays where it always was.
Then comes the structural feature no other instrument in this set has, and the one that decides the verdict. Holders are divided into vested and unvested. Only vested holders are registered owners. The vesting conditions are set by the tokenisation entity "from time to time" and include "such other conditions as may be specified by the Issuer, Tokenisation Entity, or Custodian from time to time" — a list with no closing bracket — determined finally and bindingly, with liability disclaimed for any refusal, and revocable afterwards. Unvested holders "shall not be entitled to redeem Securities or withdraw Underlying." No vote either.
And the terms contain a clause that makes this bite precisely where the product is sold. Where a vested holder transfers to someone who does not satisfy the vesting conditions — which is to say, in any ordinary swap on Aerodrome or Uniswap — the securities "shall automatically be redesignated as Unvested Securities" and legal title reverts to the issuer as trustee. The permissionless transferability that the launch presents as the point of the product is the mechanism by which the recipient's legal title is stripped, automatically, at the moment of purchase. Scale is worth recording before the analysis carries too much weight: contracts exist for thirteen names, only four have any circulating supply, and total share supply on Base stood at roughly $7.5m at the end of August — considerable legal machinery wrapped around a very small float.
To be fair to the structure: the unvested holder is not left holding nothing. The deed gives them a beneficial interest in the security, held by the issuer as bare trustee — a trust over a trust — and characterises each such interest as "a proportionate proprietary claim to the Deposited Property as a whole." The problem is not the absence of property. It is the absence of access, and of any duty to grant it: the trustee owes "only those duties expressly set out" and "no wider fiduciary, discretionary, or investment duties," none of which involve helping an unvested holder become a vested one.
The verdict is right structure, wrong label — the same finding the framework returns for the ordinary tokenised tracker, reached here on a better-built structure and a worse claim. Honestly described, the instrument works: the trust is real, the custody is segregated, the register is recognised, and the settlement functions. Described as "a real share that you actually own," it fails on ownership and on locus both, and the fix costs a sentence rather than a redesign. The severity is in the size of the gap, not its kind — and the gap is unusually wide, because the disclosure that would close it has to explain not just that the token is not the share, but that transferring it strips the recipient's title. The regulator's own register sides with the prospectus rather than the blog post, classifying these products under the security type Certificates over Shares — the identical category as Binance's bStocks.
Three further details belong on the record because they are absent from every summary of the product. Dividends are never paid: the terms direct the issuer to act "in lieu of making any distribution of cash to Holders," reinvesting the amount net of a 5% issuer fee and 30% US withholding through a deposit-ratio adjustment. The terms permit the value of the redemption right to be cut to one cent per security on fraud, theft, cyberattack, or drastic regulatory change — and in a category built offshore precisely because the underlying's home regulator has not yet ruled, that last trigger is a scenario, not a footnote. And the instrument classifies itself, in an aside in the fee condition, as belonging among "depositary receipt products" — which is exactly what it is: a deposit agreement, a bare trustee, a deposit ratio, and a receipt. The prospectus also names the defeat condition for the whole structure: in insolvency, creditors "may apply to a court to challenge or set aside the trust structures."
None of this is concealed. The document is candid, detailed, and in several passages more critical of the product than any outside commentator has been. The gap is not between the structure and the truth; it is between the prospectus and the press release.
IV — Form three: the secured claim
The middle of the ladder is the crowded rung: instruments that are, by design, claims on an issuer — but claims with collateral behind them.
Backed's xStocks are tracker certificates issued by Backed Assets (JE) Limited, a Jersey company — and, per the current base prospectus of 27 July 2026, now an indirect subsidiary of Payward Europe Limited: the xStocks issuer sits inside the Kraken group, its former arm's-length relationship with its main distributor converted into common ownership, with a services agreement between issuer and Payward Inc. superseding the old Backed Finance arrangement in January 2026. The instruments themselves are constituted as ledger-based securities — Registerwertrechte under Art. 973d et seqq. of the Swiss Code of Obligations — so the token is the security by statute, with the FMA-approved base prospectus passported across the EEA and collateral held under a three-jurisdiction security package (Swiss, New York, and English account-control agreements) enforced through an independent Security Agent. Each line is backed by the referenced equity — with one qualification the marketing omits: where the Final Terms permit, backing shares may be lent out to prime brokers and replaced in the collateral accounts by equivalent cash, so "backed by the stock" is, for lending-enabled lines, sometimes backed by cash owed by a broker. The holder has no ownership of, voting rights in, or claim to the underlying shares, and the prospectus is blunt that the products are obligations of the issuer alone and that issuer insolvency can mean partial or total loss even with the collateralisation. This is the pattern already captured as a worked case on the Inheritance Test page — the tokenised single equity on a crypto exchange — and the verdict carries over: right structure, wrong label. Under the marketed frame of owning and trading the stock, Gates 1 and 2 fail; under the honest frame of a collateralised tracker settled continuously, the structure passes. The defect is the phrase "tokenised equity" doing work the instrument never claims in its documentation.
Ondo Global Markets is the same family with the documentation now read in primary form. Its tokens are Swiss-law debt securities issued by a BVI vehicle, with the base prospectus — like Backed's — approved by Liechtenstein's FMA and passported across the EEA. The Final Terms are admirably explicit about what the holder does not have: the tokens are secured, limited-recourse obligations — recourse is confined to the collateral, with no residual claim against the issuer once realisation proceeds are distributed; enforcement of the security runs exclusively through the Security Agent (Ankura Trust), so no holder enforces individually; and "Token Holders are not entitled to demand delivery of the Underlying" — cash redemption is the only exit. One clause deserves wider attention than it has received: on the occurrence of an "Extraordinary Event" — drastic regulatory change affecting the underlying or the collateral — the redemption amount may be reduced, per the issuer's own terms, to as little as $0.01 per token. Same verdict as its rung-mates, same reasoning: the structure is defensible and unusually well documented; the label "tokenised stock" writes cheques the Final Terms methodically decline to honour.
Robinhood's Jersey Stock Tokens complete the rung, and they are better built than the brand's other product would lead you to expect. The Base Prospectus of 25 June 2026 constitutes them as Swiss-law ledger-based securities under Art. 973d of the Code of Obligations — created by registration in a smart-contract ledger, so the token is the security by statute — as secured, limited-recourse obligations, with security interests over the custody accounts granted to an external Security Agent "acting as direct representative of the Investors," and a Verification Agent engaged to confirm that each series "remain[s] 100% collateralised and ring-fenced." The ownership disclaimer is prominent and accurate: the products confer no legal or beneficial rights in the underlying securities. On the gates this is a clean secured claim with independent enforcement — stronger on that axis than bStocks, which has no external agent anywhere in its chain.
Its label defect is narrow and specific, and it is the same one the Backed documents disclose: the product page promises tokens "backed 1:1 by the underlying stock," while the Final Terms for a lending-enabled series — Adobe among them — provide that the underlying "may be lent out to the Prime Borrower, who is permitted to further lend the Underlying to End Borrowers" against equivalent collateral. On those series the thing securing the token may be cash or other eligible instruments rather than the share. The revenue from that lending is allocated, per the Final Terms, "in the manner specified on the Issuer Website, which may be updated from time to time" — the economics of the feature that changes what backs the instrument sit outside the prospectus and can be rewritten at will. And one structural fact deserves recording: Robinhood operates the sole sequencer of the chain on which these securities are legally constituted, which makes the ledger that is the security a venue its issuer controls.
Binance's bStocks were provisionally placed on this rung; their prospectuses — three of them now read in primary form — move them up a rung, to the exit-bearing family below.
V — Form four: the interest with an exit
Two instruments sit on this rung. The first is ST0x, whose instruments, issued by S01 Issuer GmbH as ledger-based securities under Liechtenstein's TVTG, are bearer debt instruments backed one-for-one — a structure that would sit on the middle rung but for one property: a contractual Right of Exchange to convert the token into the referenced share itself. A claim that carries a ladder back to the asset is a different thing from a claim that does not, provided the ladder survives the one scenario that matters. Whether it does — whether the exchange right is enforceable in the issuer's insolvency and the backing shares are segregated from the estate before exchange — is what decides whether ST0x is right structure, wrong label like its neighbours above, or a right wrapper honestly labelled: a convertible, and sold as one. The applicable Final Terms decide it, and they are the pivotal unread document in this set.
The second is Binance's bStocks — and the prospectuses (Netflix, GameStop, and Trump Media, FSRA-approved between 4 and 25 August 2026, architecturally uniform) reveal a stronger instrument than either the provisional assessment or the issuer's own modesty suggested. Issued by BTech Holdings Ltd, an ADGM SPV, and classified — like Coinbase's product, under the identical FSMR provision — as Certificates over Shares, each certificate is a 1:1 beneficial interest in the referenced share, which the issuer "holds in trust for the benefit of Certificate holders" in a segregated account at Alpaca. The prospectus invokes the ADGM Insolvency Regulations 2022 by name: the custodied shares, and even uninvested dividends in transit, "do not form part of the Issuer's general assets available to its creditors." And there is a door: a bStock is redeemable into the share itself, delivered from the custody account to the redeeming holder's brokerage position. Trust plus statutory insolvency separation plus physical delivery — for the person who actually holds the token, this is the strongest structure in the set below registration.
Its qualifications are the ones its group creates. The definitive record of title is not the chain but an off-chain CSD Master Ledger maintained by Binance's clearing entity, which mirrors on-chain positions and can instruct a smart-contract freeze of any certificate reaching an ineligible address — "denying the holder all economic benefit," with issuer liability disclaimed. Redemption runs through KYC onboarding with the group's own broker: a gate at the exit rather than at rights-recognition, which is the decisive contrast with Coinbase — the un-onboarded bStock holder still owns the trust interest and must onboard to use the door; the unvested Coinbase holder owns nothing the issuer will recognise. And every function in the chain — issuer, depositary, exchange, redemption agent, clearing — is one group, with no independent security agent in sight. What is absent is any overclaim. The product page offers "full economic exposure to US equities and convertible to equities... subject to applicable laws"; the issuer's own consumer guide states that "bStocks are not direct ownership of shares in the underlying company," answers its FAQ question about whether these are the same as owning stock directly with a flat "No," and volunteers that dividends are never paid in cash and that 30% withholding applies before reinvestment. Prospectus, product page, consumer guide, and the regulator's classification all say the same thing — which is not true of any other instrument in this set. The verdict is right wrapper, and the only condition attached is the group concentration — with its implication stated plainly: for this instrument the live failure mode is not the SPV's insolvency, against which the trust is well built, but operational or integrity failure at the group whose entities constitute the entire chain. The SPV can be pristine and the group can still collapse it.
The registration statutes deserve the aside here. Two small jurisdictions legislated for the token to be the security — the ownership-locus question answered by statute rather than by contractual construction: Liechtenstein's TVTG in 2020, under which ST0x issues, and Switzerland's DLT amendments to the Code of Obligations (Art. 973d, ledger-based securities), under which both xStocks and Robinhood's Jersey tokens are constituted. In both, the registration layer is the part of the structure that works without argument. Liechtenstein's other role in this field is subtler and larger: it is the prospectus-approval venue of choice, the home member state where the Jersey-issued xStocks and Robinhood programmes and the BVI-issued Ondo notes have their base prospectuses approved before being passported across the EEA. The recurring defects in this field are almost never at Gate 3, where legislators have actually been busy. They are at Gate 2, where structurers work with what contract law gives them, and at the label, where marketing works with what it can get away with.
VI — Form five: the bare claim
At the bottom of the ladder sits Robinhood's EU Classic Stock Tokens: derivative contracts, in the issuer's own words, between the customer and Robinhood Europe UAB, the Lithuanian brokerage regulated by the Bank of Lithuania — offered under MiFID II, tracking the share's return, granting no rights to the underlying (the terms state this in capitals), non-transferable outside the platform that sold them, and redeemable for cash on the issuer's terms, with the underlying hedge assets owned by Robinhood itself. There is no self-custody, no on-chain transfer to speak of, no exit into the share, and — decisive under the test — no work for the token form to do. A registration wrapper changes settlement mechanics and the locus of ownership; where the instrument cannot leave the issuer's own books, it changes neither. The token is costume. The verdict is wrong wrapper, the only one in the set: not because the claim is fraudulent — it is a claim, disclosed as one in the documentation — but because the form promises a property, transferability on a public rail, that the structure deliberately withholds. This is the one verdict in the set that is genuinely arguable under the method's own rules: a property not promised is not a failure, and the terms promise nothing on-chain. The answer is that the word token in the product name is itself the promise, and it is the only thing the instrument's form contributes. In the rwa.xyz taxonomy this is the represented asset in its purest form: an instrument that cannot leave the platform by design. The honest version of this product is a contract-for-difference with a friendlier interface, and no blockchain is required to build one. One thing the verdict is not: a welfare ranking. A MiFID II derivative with a regulated Lithuanian counterparty, compensation-scheme coverage, and supervisory oversight may serve a retail holder better than a self-custodied token on an untested offshore SPV — the test judges whether the form matches the claim, not whether the product is good for its buyer, and the harshest verdict in this set attaches to what may be its best-supervised instrument.
The bottom rung teaches the ladder's second lesson. The first, from Superstate, was that solving ownership completely tends to constrain trading. The second is the converse: the smoother the retail experience, the more likely the token is decoration on a claim. The two ends of the ladder are both honest in their documentation. The middle is where the labels blur.
Robinhood's other product line sits two rungs higher, which is the sharpest illustration in this piece of how little the brand tells you. In July 2026 the firm launched a second, separate set of instruments — confusingly also called Stock Tokens — issued by Robinhood Assets (Jersey) Limited, and they belong with the secured claims of Section IV rather than here. That placement is set out there.
VII — The offshore question
Plot the instruments by jurisdiction and a second structure appears — but it takes two maps, because issuing jurisdiction and prospectus venue have come apart. The issuers sit in Delaware (Superstate), the United States proper (Dinari), Jersey (Backed, inside the Kraken group; Robinhood's new line), the BVI (Ondo), Liechtenstein (ST0x), Lithuania (Robinhood's Classic product), and the Abu Dhabi Global Market (Coinbase, Binance). A quieter pattern sits underneath: at Kraken, Binance, Coinbase, and Robinhood alike, issuer and distributor now share a roof — the exchange-owned SPV is becoming the category's standard corporate form, and with it the concentration critique generalises. The approvals concentrate in exactly two places. Liechtenstein is the home member state for the Jersey and BVI issuers — Backed, Ondo, and now Robinhood's Jersey vehicle, whose base prospectus the FMA approved on 25 June 2026 and notified to twenty-nine member states. ADGM's FSRA approves everything else that matters: its public register of approved prospectuses currently shows seventy-two entries from precisely two issuers — BTech Holdings and Coinbase Onchain SPV — with new single-name prospectuses landing weekly, and both product lines classified under the same security type, Certificates over Shares. That last detail is worth pausing on: on the regulator's own register, the product Coinbase markets as "real equity securities" and the product Binance disclaims as "not stocks or shares" are the same kind of thing.
The concentration is not accidental. ADGM offers what the structurers need: an English-law-based commercial framework, a securities regime that already contemplated certificates over financial instruments — and, since June 2026, the first admission of tokenised securities to an official list and a recognised exchange — a regulator willing to approve prospectuses for instruments that cannot lawfully be offered in the underlying's home market, and no friction with the fact that every underlying share is American and every custodian in the chain is SEC-registered. The result is a category whose economic substance is US equities, whose plumbing is US broker-dealers, and whose legal home is a free zone in the Gulf — with the US retail investor excluded from all of it. Whatever else tokenised equity is, it is currently an offshore re-export of the American stock market, structured precisely because the onshore version is not yet permitted. That is not a criticism of ADGM, which is doing its job well. It is a description of a regulatory vacuum with a shape, and the shape is a map of where the SEC has not yet ruled. The vacuum is not passive. The SEC's long-trailed "innovation exemption" — the time-limited relief expected to permit Reg NMS stocks to trade in decentralised protocols — was reportedly near announcement in May 2026 and then delayed, on reporting, by internal disagreement over precisely the question this article sorts: whether third-party issuer wrappers belong inside the exemption at all. Every instrument above except Superstate's and Dinari's is a third-party wrapper. The offshore build-out is not merely happening while Washington deliberates; it is happening because the deliberation stalled on the exact distinction between the top rung of this ladder and the rest of it.
Every cross-border layer in these structures is also a Gate 2 seam. An ADGM trust over a UCC Article 8 securities entitlement; a Liechtenstein ledger-based security backed by DTC-held shares; a BVI security package enforced against US custodial assets — each works on paper and each has to perform across a jurisdictional boundary in the one scenario the test cares about. The insolvency of a tokenised-equity issuer will be, among other things, a conflict-of-laws case, and none has happened yet. The entire category is running on unlitigated architecture.
VIII — What the verdicts say together
Of the nine: one holds the share (Superstate). One holds a pooled beneficial interest in shares held on trust, at one further remove and without redemption unless vested (Coinbase). Three hold secured claims with cash-only exits (xStocks, Ondo, Robinhood Jersey). Two hold positions with a door back into the share — a contractual exchange right in one case (ST0x), a trust interest with physical redemption in the other (bStocks). One holds an unsecured claim in a closed platform (Robinhood EU). One cannot be placed, because the deciding fact is not public (Dinari).
The verdict distribution is the finding. One right wrapper on the ownership claim, one right wrapper on an honestly labelled trust certificate, five variations of right structure, wrong label, one wrong wrapper, one indeterminate. The category's problem is not engineering — most of these structures are competently built, several are genuinely well built — but labelling. "Tokenised equity" is doing the work of a legal conclusion across instruments where it is, variously, true, conditionally true, and false. The remedy for most of the field costs a sentence in the marketing, not a restructuring: say certificate, trust interest, convertible, tracker — the vocabulary exists, the prospectuses already use it, and the gap between the offering document and the landing page is where nearly every defect in this field lives.
The instrument that claims less gives more. The marketing and the verdicts are fully inverted.
The two ADGM entrants state the point as a pair, and the state has already ruled on it. On the FSRA's register they are the same kind of thing: Certificates over Shares, from ADGM special-purpose vehicles, held on trust, backed one-for-one by shares at the same US broker. Their documents break the symmetry in the direction opposite to their marketing. Binance says, at every layer down to its beginners' guide, that bStocks "are not direct ownership of shares in the underlying company" — and delivers a trust interest with a statutory insolvency carve-out and a door back into the share. Base says "A Coinbase Tokenized Stock is a real share that you actually own, onchain" and "If you hold the token, you hold a direct claim on the share" — and delivers terms under which any transfer to a non-vested buyer automatically strips legal title back to the issuer. The instrument that claims less gives more. The marketing and the verdicts are fully inverted. The industry keeps getting the engineering right and the sentence wrong — and the firm that got the sentence right, this time, got the engineering right too.
For the holder, the operational conclusion is unchanged from the first Wrapper Fallacy ownership essay, which ranked nine holding structures from direct ownership to the bare IOU: the prior question to liquidity is legal. Before the yield, before the venue, before the rail — establish where in the chain ownership becomes a claim, and what that claim becomes when its counterparty fails. Nine tokens can show the same ticker at the same price in the same wallet and sit on five different rungs of that ladder. The wallet does not tell you which. The prospectus does — and the distance between the prospectus and the press release is, instrument for instrument, the most reliable risk measure this category currently offers.
The gate-by-gate assessments of all nine instruments under the Inheritance Test (v1.1) are published as a companion to this article: What the Holder Actually Owns. Facts on the Coinbase (prospectus and annexes), Binance, Backed, Ondo, and Robinhood Jersey instruments are verified from primary documents. Assessments are opinions under a published method from material available at the stated verification dates; structures change; verify current terms before reliance.
Related, as a matter of record: the Inheritance Test (v1.1) is the method; The Wrapper Fallacy, Part II asked the ownership question this article answers instrument by instrument; Who Holds the Asset? covers the security-interest mechanics the middle rungs depend on.
Sources
- Superstate, Opening Bell platform documentation; Galaxy Digital disclosures; Del. Code tit. 8 (2017 amendments re distributed-ledger corporate records)
- Backed Assets (JE) Limited, Base Prospectus, 27 July 2026 (FMA Liechtenstein-approved, EEA-passported); Kraken xStocks risk disclosures; docs.xstocks.fi product legal overview
- Swiss Code of Obligations, Art. 973d et seqq. (ledger-based securities); Liechtenstein TVTG
- Robinhood Europe UAB, stock token terms and key information documents
- Robinhood Assets (Jersey) Limited, Base Prospectus for the issuance of tokenised securities, 25 June 2026 (FMA-approved, EEA-notified), and Final Terms, Tokenised Debt Securities linked to Adobe Inc.
- Ondo Global Markets (BVI) Limited, Final Terms, 11 November 2025 (QQQon series), under the FMA-approved base prospectus of the same date
- Dinari, dShares disclosures and transfer-agent registration; ST0x / S01 Issuer GmbH, TVTG issuance documentation
- Coinbase Onchain SPV Ltd, Prospectus — Apple CB Certificates (AAPL), FSRA version, ADGM FSRA-approved under s.61(2) FSMR, 4 August 2026, incl. Annex 1 (Terms and Conditions) and Annex 2 (Deed of Trust)
- ADGM FSRA, Approved Prospectuses register (accessed 30 August 2026); ADGM FSMR 2015, Sch. 1 para 92; ADGM Insolvency Regulations 2022
- Base, “Stocks just got updated,” blog.base.org/tokenized-stocks (accessed 30 August 2026; archived at ghostarchive.org/archive/7HKO1); Coinbase/Chainlink announcement, PR Newswire, 24 August 2026; A. Thorn, “Coinbase Enters Tokenized Stock Fray on Third-Party ‘Wrapper’ Side,” Galaxy Research, 28 August 2026
- BTech Holdings Ltd, Prospectuses — Netflix bStocks (4 Aug 2026), GameStop bStocks (11 Aug 2026), Trump Media & Technology Group bStocks (25 Aug 2026), ADGM FSRA-approved
- Binance launch announcement, 12 June 2026; bstocks.finance (archived at ghostarchive.org/archive/SDxIw); Binance Academy, “What Are bStocks?” (updated 29 June 2026), accessed 30 August 2026
- rwa.xyz, tokenised-equity market data
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Analytical views only — not legal or investment advice. Written in a personal capacity. All quoted language is taken from the primary documents named in the sources and was verified against them at the stated dates; structures change, and current terms should be verified before reliance. Research and drafting for this article were developed in collaboration with an AI model; the assessments, verdicts, and final text are the author's.