Tokenisation and Embedded Finance: a Romanian Perspective on Proptech
By Rebecca Marina (Partner) and Alina Marin (Associate), Filip & Company
How Tokenisation and PropTech are Reshaping Real Estate Finance
The convergence of blockchain and embedded financial services is redrawing the boundaries of real estate finance. Ownership interests in bricks-and-mortar assets can now be fractionated and traded on distributed ledgers, while property-listing platforms that once merely advertised apartments for rent now process payments, assess tenant creditworthiness and facilitate lending, functions traditionally reserved for licensed financial institutions. In this context, the challenge is not merely to keep pace with the technology but to ensure that the legal and regulatory architecture evolves in step.
Tokenisation and Blockchain: A New Era for Property Ownership
By converting ownership rights in a physical asset into digital tokens on a blockchain, tokenisation can enable fractional ownership, more liquid secondary markets and far simpler transaction processes.
The legal foundations are firming up, if unevenly across markets. Regulation (EU) 2023/1114, the Markets in Crypto-Assets Regulation (MiCA), creates the first harmonised EU framework for the issuance of crypto-assets and authorisation of service providers. Getting the classification right matters enormously: a token representing a direct stake in a real estate fund is likely to be treated as a financial instrument subject to securities rules, while a token representing a simple revenue-sharing right in rental income may fall into a lighter regulatory category. Under Article 143(3) of MiCA, member states could grant existing crypto-asset service providers a transitional period of up to eighteen months from 30 December 2024, i.e. until 1 July 2026, to obtain full CASP authorisation. In Romania, where ASF has not yet granted any domestic CASP authorisation under MiCA, platforms that had previously operated under national registration were unable to continue serving Romanian clients beyond the transitional deadline, forcing retail users either to withdraw their holdings or migrate to providers authorised in other EU member states. The episode illustrates a broader point: harmonised EU regulation does not, on its own, guarantee domestic market readiness.
For any Romanian ambitions in real estate tokenisation, the gap creates a specific difficulty: even where a Romanian-based platform might wish to tokenise property under a MiCA-compliant structure, it currently cannot obtain CASP authorisation domestically, leaving Romanian issuers dependent on securing authorisation through another EU member state in the interim.
From a Romanian property law perspective, the position is clear: a blockchain token cannot currently substitute for land-book registration or notarial transfer formalities. Under Romanian law, the transfer of title to immovable property requires a notarial deed and registration in the land-book maintained by the Office of Cadastre and Land Registration. These formalities are constitutive of the property right; without them, no transfer of title occurs. Consequently, tokenisation of Romanian real estate may represent contractual or financial exposure to the economic performance of the property, but it cannot convey title to the immovable property itself. Structures in which tokens represent shares in a special-purpose vehicle (SPV) that holds title to the property, or contractual claims against the SPV for a share of property income, remain viable, subject to compliance with MiCA or securities regulation as applicable.
PropTech and Embedded Finance: When Property Software Becomes a Bank
PropTech platforms in Romania are no longer simple listing or management tools. Platforms that handle rent collection, vendor payouts or tenant screening increasingly embed payment-processing and lending features directly into their software. Under Romanian law, a platform that initiates or processes payments is performing a payment service within the meaning of Government Emergency Ordinance No. 209/2019 (transposing PSD2) and must be authorised or registered with the National Bank of Romania (BNR). Similarly, a platform that facilitates consumer or mortgage credit risks being classified as a credit intermediary under GEO No. 50/2010 or GEO No. 52/2016, each carrying registration and conduct obligations with ANPC.
Anti-money-laundering obligations add a further layer. Once a PropTech platform facilitates payments, credit or investment, it falls within the scope of Law No. 129/2019, triggering customer due diligence, transaction monitoring and suspicious-activity reporting duties supervised by ONPCSB. Platforms relying on cloud infrastructure and third-party data vendors must also reckon with the operational-resilience requirements under DORA (Regulation (EU) 2022/2554, applicable from 17 January 2025). The overarching lesson for PropTech founders is straightforward: each new feature that touches payments, credit or investment can trigger a distinct regulatory classification, and the compliance obligations that follow reshape the business model itself.
Navigating the Regulatory Landscape
The two strands examined above, blockchain-based tokenisation of real estate and the embedding of financial services into PropTech platforms, are not developing in isolation. They are converging, and for Romania the convergence arrives at a moment when key regulatory deadlines have passed or are imminent: MiCA’s transitional period for crypto-asset service providers closed on 1 July 2026, and DORA’s operational-resilience requirements have applied since January 2025, while the new consumer loans directive is anticipated to be implemented by the end of 2026.
Taken together, these timelines mean that Romanian market participants; lenders, PropTech platforms, tokenisation issuers and their legal advisers, must build compliant infrastructure across multiple regulatory frameworks. The challenge is not merely technical but structural: each new feature that touches payments, ownership or investment can trigger distinct authorisation and conduct requirements that reshape the business model from the ground up.
