Adoption of the UNIDROIT Principles on Digital Assets and Private Law


The UNIDROIT Principles on Digital Assets and Private Law were adopted by the UNIDROIT Governing Council at its 102nd session (10-12 May 2023). Following approval, the Council mandated the Secretariat to work towards the final publication of the instrument, to commence the process of preparing the instrument in French, and to promote the instrument in different jurisdictions to facilitate its implementation.

In the meanwhile, the most up to date draft of the Principles can be found in the Annexe to the Governing Council document on the Principles on Digital Assets and Private Law (C.D. (102) 6).

In terms of the relationship with existing UNIDROIT instruments, important aspects envisaged in the Digital Assets and Private Law Project concern, amongst others, the legal analysis of holding , transfer, and the taking of security over digital assets, issues relating to the provision of digital asset custody services, and issues relating to the insolvency of the custodian of digital assets. These items naturally link with the Institute’s work in capital markets and, more precisely, in the area of intermediated securities, providing crucial connections with existing instruments such as the UNIDROIT Convention on Substantive Rules for Intermediated Securities (2013) and the UNIDROIT Legislative Guide on Intermediated Securities (2017).

Regarding synergies with other projects of the current Work Programme, there is a natural fit with the Best Practices of Effective Enforcement Project, which will undertake the analysis of the impact of new technologies on enforcement as one of its main objectives. This constitutes a natural opportunity for cross-fertilisation between the two projects, and, to this end, a number of experts involved in the Working Group on the Digital Assets Project have already been contacted to help identify concrete examples of the application of new technologies in the context of enforcement. Additionally, a workshop organised on 21 September 2020 on Enforcement featured a panel on the impact of new technologies on enforcement with presentations delivered on a taxonomy of technological applications in enforcement proceedings, smart contracts and enforcement, and enforcement and digital assets.

Another area which presents an opportunity for cross-cutting work is the joint UNIDROIT – UNCITRAL project concerning a Model Law on Warehouse Receipts. There is a direct relationship with this project which examines the issuance and transfer of electronic warehouse receipts for goods stored in warehouses. In this connection, one of the categories of digital assets to be examined in the Digital Assets Project concerns digital tokens which are linked to an external, non-digital asset. By fostering exchanges between the two Working Groups, the legal analysis undertaken in the context of both projects would be enriched. Moreover, should the work in the project to draft a Model Law on Factoring cover receivables issued in the form of digital assets, the cross-fertilisation between both projects would also bring about an important benefit.

Additionally, this project also presents synergies with a project on Best Practices in the Field of Electronic Registry Design and Operation which is run by the Cape Town Convention Academic Project, in partnership with the UNIDROIT Foundation, Aviareto, and the Aviation Working Group. This project is developing a best practice guide for electronic registries, focused on collateral registries, which may be an important element of a system of digital assets, particularly when used as collateral.

Exploratory Working Group and Workshop

On the basis of feedback received from the Governing Council, and with a mandate to do so, the Secretariat set up an Exploratory Working Group, chaired by Professor Hideki Kanda. The Group held five meetings between July and September 2020 and prepared a Preliminary Issues Paper which served as the basis of the Issues Paper which the formally-constituted Working Group for this project would consider.

The UNIDROIT Secretariat, with the assistance of the Exploratory Working Group, organised an Exploratory Workshop on Digital Assets and Private Law which was held on 17 and 18 September 2020 in a hybrid manner, prior to the second meeting of the Governing Council at its 99th session. The Exploratory Workshop presented an overview of the issues identified by the Exploratory Working Group and sought input from experts. Its outcomes contributed towards the final Issues Paper prepared for the first meeting of the full Working Group for this project, which was held 17-19 November 2020.

The Digital Assets and Private Law Working Group

As consistent with the Institute’s established working methodology, a Working Group was established, composed of international legal experts and observers representing different legal systems with expertise in a number of relevant fields, such as property law, secured transactions and digital technology.

The Digital Assets and Private Law Working Group was composed of:

  • Hideki Kanda, (Chair), Professor, Gakushuin University (Japan)
  • Jason Grant Allen, Senior Research Fellow, Humboldt University of Berlin (Australia)
  • Reghard Brits, Professor, University of Pretoria (South Africa)
  • Marek Dubovec, Director of Law Reform Programs, International Law Institute (ILI) (United States)
  • David Fox, Professor, University of Edinburgh (United Kingdom)
  • Louise Gullifer, Professor, University of Cambridge (United Kingdom)
  • Matthias Haentjens, Professor of Private Law, Leiden University (Netherlands)
  • Hannah Yee-Fen Lim, Associate Professor, Nanyang Technological University, Singapore (Australia)
  • Charles Mooney, Professor, University of Pennsylvania (United States)
  • Philipp Paech, Associate Professor, LSE (Germany)
  • Carla Reyes, Assistant Professor, Southern Methodist University (United States)
  • Nina-Luisa Siedler, Partner at DWF (Germany)
  • Luc Thévenoz, Professor, Université de Genève (Switzerland)
  • Jeffrey Wool, Senior Research Fellow, Harris Manchester College, University of Oxford (United States)
  • Mimi Zou, Fellow, Oxford University (China)

In addition, several international, regional and private organisations with interdisciplinary expertise in the field of digital assets and private law have been, or may be, invited to participate as observers in the Working Group, with the objective to assist in both the adoption and the implementation of the guidance document once it has been adopted:

  • The World Bank Group
  • The United Nations Commission for International Trade Law (UNCITRAL)
  • The Hague Conference on Private International Law (HCCH)
  • The International Monetary Fund (IMF)
  • Association Internationale Des Sciences Juridiques / International Association of Legal Science (AISJ/IALS)
  • International Union of Judicial Officers (UIHJ)
  • The European Central Bank (ECB)
  • The European Banking Authority (EBA)
  • The European Banking Institute (EBI)
  • Asociación Americana De Derecho Internacional Privado (ASADIP)
  • The American Law Institute (ALI)
  • The European Law Institute (ELI)
  • Kozolchyk National Law Center (NatLaw)
  • Banca d’Italia (Central Bank of Italy)
  • Law Commission of England and Wales
  • The Uniform Law Commission (ULC)
  • Istituto per la vigilanza sulle assicurazioni (The Institute for the Supervision of Insurance) (IVASS)
  • The Italian Financial Services Authority (CONSOB)

Finally, UNIDROIT may also invite a number of industry associations to participate as observers in the Working Group to ensure that the guidance document will address the private sector’s needs. The latter will also assist in promoting the implementation and use of the guidance document. The following private sector association has been invited to participate as an observer in the Working Group, but more may be invited:

The International Swaps and Derivatives Association (ISDA)

In addition to the ordinary Working Group, a Steering Committee composed of governmental and technical experts will be observing and assisting the activities of the Working Group.


1st Working Group Meeting

The first meeting of the Working Group took place in a hybrid manner from 17 to 19 November 2020.


2nd Working Group Meeting

The second meeting of the Working Group took place in a hybrid manner from 16 to 18 March 2021.


3rd Working Group Meeting

The third meeting of the Working Group took place in a hybrid manner from 30 June to 2 July 2021.


4th Working Group Meeting

The fourth meeting of the Working Group took place in a hybrid manner from 2 to 4 November 2021.


5th Working Group Meeting

The fifth meeting of the Working Group took place in a hybrid manner from 7 to 9 March 2022.


6th Working Group Meeting

The sixth meeting of the Working Group took place in a hybrid manner from 31 August to 2 September 2022.


7th Working Group Meeting

The seventh meeting of the Working Group took take place in a hybrid manner from 19 to 21 December 2022.


8th Working Group Meeting

The eighth meeting of the Working Group took place in a hybrid manner from 8 to 10 March 2023.

UNIDROIT undertook a public consultation in relation to the draft UNIDROIT Principles on Digital Assets and Private Law. For further information please see: Public Consultation: Digital Assets and Private Law. The results of the consultation were discussed at the Working Group’s 8th session.

Exploratory and preparatory work on the HCCH-UNIDROIT Joint Project on the Applicable Law to the cross-border holding and transfer of Digital Assets and Tokens (DAT) was formally approved by the Council on General Affairs and Policy (CGAP) of the HCCH on March 2023 and by the UNIDROIT Governing Council on May 2023, based on the Project Proposal as presented to its 102nd Session.

The instrument to be potentially developed jointly by the two Organisations would build upon Principle 5 of the Principles on Digital Assets and Private Law (DAPL), completing and supplementing UNIDROIT’s work by offering additional and more detailed guidance.

Following the approval, the participants designated by the two Secretariats explored the feasibility of joint work on the applicable law to DAT on occasion of two preparatory meetings: the First Preparatory Meeting was held on 12 June 2023 at the premises of the HCCH in the Hague; the Second Preparatory Meeting was held in hybrid format from 2 to 4 October 2023at the seat of UNIDROIT in Rome.
During the meetings, the experts discussed at length issues of applicable law with particular regard to linked assets; transfer, secured transactions and custody of digital assets; as well as the role of party autonomy and the applicability of different types of connecting factors to digital assets in cross-border cases. The work would be a natural follow-up to the DAPL. It would be complementary in nature and contribute to strengthening the impact of the recently adopted UNIDROIT instrument.

Based on the results of the meeting, the two Secretariats are now expected to report to their bodies on the continuation of the Joint Project, and particularly on its formal approval based on respective procedures and methodologies.

A summary report of the second meeting of the Joint Project is published here.