How to tokenize contracts and credit rights

A lease, a service contract with monthly installments, a sale on credit. In all of them, someone has the right to receive money from another person in the future. This right has a name: a credit right (direito creditório), or simply a credit.

The question many companies ask is whether they can “tokenize” that contract and raise money with it. The short answer is yes, but the token is the last step, not the first. This article shows the path, step by step, with the Brazilian rules that apply at each one.

If you are not yet familiar with the general concept, start with what asset tokenization is. The structure of a deal with duplicatas (Brazilian trade receivables) and boletos (bank payment slips) has already been detailed in receivables tokenization. Here the focus is on the process: what needs to happen, legally, for a contract to become collateral for tokens.

What is actually tokenized

The contract itself does not change hands. What is transferred is a right that arises from it: the right to receive the payments.

This distinction matters. In a lease, for example, the landlord has rights and duties. What can go to the investor is the stream of rent receivable, not the entire landlord position, with the obligation to maintain the property. Whoever structures the deal needs to separate clearly which right is being sold and which obligations remain with the original company.

Examples of credit rights that often appear in deals of this type:

• installments under service or supply contracts;
• rent receivable;
• sales on credit, with duplicatas or installment booklets;
• royalties and other recurring contractual revenue.

Step 1: confirm that the credit can be assigned

The transfer of a credit is called an assignment of credit (cessão de crédito) and is set out in articles 286 to 298 of the Civil Code. The general rule is permissive: the creditor may assign the credit “if the nature of the obligation, the law or the agreement with the debtor does not oppose it” (art. 286).

In practice, this means reading the contract before anything else. Some questions:

• Is there a clause prohibiting assignment? Under the same article, such a clause cannot be enforced against someone who received the credit in good faith if it is not stated in the instrument of the obligation. If it is stated, it applies.
• Is there a specific law that prevents or conditions the transfer of that type of credit?
• Has the credit already been assigned, pledged as collateral or seized?

Step 2: formalize the assignment and notify the debtor

Three rules of the Civil Code define the strength of the deal:

• Form. The assignment is only effective against third parties if it is made by public deed or by private instrument with the formalities required by law (art. 288).
• Notice. The assignment “has no effect in relation to the debtor except when the debtor is notified” (art. 290). Without notice, the debtor can keep paying the original company, and the payment is valid.
• Debtor’s defenses. The debtor may raise against the new creditor the defenses they had against the original creditor up to the moment they learned of the assignment (art. 294). If the service was not provided, for example, they may refuse to pay, and the problem becomes that of whoever bought the credit.

The law also allocates risk between the assignor and the buyer. In an assignment for consideration, the assignor is liable for the existence of the credit at the time of the assignment (art. 295). But, unless otherwise agreed, it is not liable for the debtor’s solvency (art. 296). In other words: if the credit existed and the debtor simply did not pay, the loss is, as a rule, borne by whoever bought the credit, unless the contract provides for a guarantee or buyback.

Step 3: choose the vehicle

A company can, in theory, assign credits directly to an investor. The problem arises when the idea is to split that credit into tokens and offer them to many people. That is where capital markets rules come in.

According to CVM/SSE Circular Letter 4/2023 (the CVM is Brazil’s securities regulator), tokens that pay returns from the flow of credit rights and are offered to the public may be securities, either as a collective investment contract or as a securitization transaction. Guidance Opinion 40, from 2022, had already noted that tokens can represent a “right to receive related to structures similar to securitization”.

That is why deals that reach the public usually use one of these vehicles:

Securitization company. Under Law 14,430 of 2022, securitization is the acquisition of credit rights to back the issuance of securities whose payment is “primarily conditioned” on receiving those credits. The securitization company buys the credits and issues, for example, Receivables Certificates, which can be represented as tokens. The law allows a fiduciary regime to be established, which separates the credits from the securitization company’s own assets.

Credit rights investment fund (FIDC). The fund buys the credits and the investor buys units of the fund. The rules are in Regulatory Annex II of CVM Resolution 175. The annex defines assignment as the transfer of credit rights to the fund, “keeping the other elements of the obligational relationship unchanged”, and lists as credit rights, among others, “rights and securities representing credit”. The editorial team did not find any specific mention of tokens in the annex; any tokenization of the units follows the CVM’s general rules.

Investment crowdfunding. For smaller offerings, the CVM indicated in the same letter that fixed income tokens of up to R$ 15 million may follow the model of securitization securities, distributed by platforms registered under CVM Resolution 88. The limit appears in the consolidated text consulted on October 8, 2026; check with the CVM whether it has changed before relying on it. The details are in receivables tokenization and in regulatory limits of tokenization.

The choice of vehicle defines who supervises, what information the investor receives and what happens if someone along the way goes bankrupt. It is not a technical decision about blockchain.

Step 4: register and verify the collateral

The token proves who holds the security. It does not prove that the credit behind it exists.

The rules address this point off the network. For FIDCs, Annex II of CVM Resolution 175 requires the administrator to hire the registration of the credit rights with a registration entity authorized by the Central Bank, which cannot be a related party of the manager (art. 30). When the credit cannot be registered, custody must be hired (art. 37), and the collateral must be verified periodically. In securitization, Law 14,430 requires Receivables Certificates to be registered or deposited with an entity authorized by the Central Bank or the CVM (art. 23) and makes the securitization company liable for the origin and authenticity of the credits linked to them (art. 21).

For less standardized contracts, such as a service contract with partial deliveries, verification is more laborious. The contract, the provision of the service and the payment history need to be documented.

Step 5: create the tokens and the transfer rules

Only here does the technology come in. The platform creates the tokens on a network and defines, in smart contracts (programs that execute actions when certain conditions are met), rules such as:

• who may buy and receive the tokens, for example only identified investors;
• how debtors’ payments are distributed to holders;
• what happens at maturity or in case of delay.

If you want to understand this mechanism, see what smart contracts are. Keep in mind that the code executes what was programmed, but it does not force the debtor to pay. If the money does not come in, there is nothing to distribute.

Step 6: collect and report

A deal involving credits does not end with the sale of the tokens. Someone has to receive payments, chase late payers and inform investors. Annex II of Resolution 175, for example, provides for a collection agent, hired to “collect and receive credit rights that are overdue and unpaid”.

In tokenized deals, ask who does this work and with what resources. If the platform or the assignor company stops operating, the credits still exist, but someone has to collect them.

Risks that stay with the investor

• Credit. If the debtor does not pay, the token does not pay. You may lose part or all of the amount invested.
• Existence and ownership. The credit may not exist, may already have been assigned to someone else or may be disputed by the debtor, for example for a service not provided.
• Notice. Without notice to the debtor, payments may keep going to the original company.
• Structure. Without a segregated estate, the bankruptcy of an intermediary may reach the credits.
• Regulatory compliance of the offering. A public offering outside CVM rules takes away investor protections such as mandatory disclosure, oversight and accountability.
• Liquidity and technology. Being able to transfer the token does not guarantee a buyer. Code failures and loss of access keys add risks of their own, as shown in why tokenizing does not eliminate risk.

What to take from this article

• Tokenizing a contract means assigning the right to receive its payments and representing that right in tokens. The assignment, in proper form and with notice to the debtor, comes before everything else.
• To reach the public, the deal normally goes through a securitization company, an FIDC or regulated crowdfunding. It is the vehicle, not the network, that defines investor protections.
• The token’s value depends on the existence of the credit, the registration of the collateral and the debtor’s ability to pay. The technology does not change any of these three points.