The legal nature of carbon credits

Summary

CARBON CREDITS ARE CREATED, TRANSFERRED, HELD, RETIRED AND SOMETIMES USED AS COLLATERAL ACROSS MULTIPLE JURISDICTIONS. YET PRIVATE LAW DOES NOT ALWAYS PROVIDE A SETTLED OR CONSISTENT ANSWER TO WHAT A VERIFIED CARBON CREDIT IS OR WHETHER IT CAN BE TREATED AS PROPERTY.

UNIDROIT’S DRAFT PRINCIPLES ON THE LEGAL NATURE OF VERIFIED CARBON CREDITS SEEK TO PROVIDE A JURISDICTION-NEUTRAL FRAMEWORK FOR THE PRIVATE-LAW TREATMENT OF VERIFIED CARBON CREDITS ACROSS THEIR LIFECYCLE.

Why this matters

CLEAR PRIVATE-LAW TREATMENT CAN REDUCE TRANSACTION RISK, IMPROVE PREDICTABILITY AND SUPPORT FINANCE. THE PRINCIPLES MATTER BECAUSE MARKET INTEGRITY DEPENDS NOT ONLY ON ENVIRONMENTAL STANDARDS, BUT ALSO ON CONFIDENCE IN OWNERSHIP, TRANSFER, CUSTODY, SECURITY AND INSOLVENCY ARRANGEMENTS.

what you need to know

The Principles address the full postissuance lifecycle 

The 25 draft Principles cover scope and definitions, applicable law, creation and transfer, innocent acquisition, retirement and cancellation, illegality, registries, custody, security rights and insolvency.

Verified carbon credits can be the subject of proprietary rights

The draft Principles confirm that a verified carbon credit can be the subject of proprietary rights. They also address how credits are held in registries or through custodians, and how security rights can be created and made effective against third parties. 

The instrument is intended as soft law 

Once finalised, the Principles are intended to operate as jurisdiction-neutral guidance that states can incorporate into national legislation and regulatory frameworks. Further work will be needed to support implementation to help make the Principles accessible and operational. 

Tokenisation is a related workstream 

UNIDROIT is also working on a Tokenisation Annex intended to be added later. This links the private-law treatment of credits with wider questions about digital representation and market infrastructure.

IETA's Position

IETA welcomes UNIDROIT’s draft Principles and supports completion of the work in 2026. A common legal foundation for verified carbon credit financing and transactions can reduce risk, provide predictability and support market growth across jurisdictions.

IETA has participated in the UNIDROIT Working Group and drafting committee, with the objective of ensuring that the Principles reflect how the market operates and support the scaling of finance towards climate mitigation.

What IETA is doing

  • Contributing market expertise through the UNIDROIT Working Group and drafting committee.
  • Supporting a practical, jurisdiction-neutral framework that reflects the credit lifecycle.
  • Convening legal and market practitioners to explain the draft Principles.
  • Advocating for timely completion and accessible implementation guidance.
  • Tracking related work on private international law, digital assets and tokenisation.

BUILDING LEGAL CERTAINTY FOR VERIFIED CARBON CREDIT MARKETS

25 Principles

Covering the credit lifecycle

July 2026

Draft Principles published

December 2026

Adoption intended by UNIDROIT

HOW THE PRINCIPLES CONNECT TO OTHER POLICY AREAS

Market integrity

Legal certainty complements environmental integrity by clarifying ownership, transfer, retirement and remedies.

Registries

The Principles address registry structures, operator duties, record accuracy and correction of registry errors.

Custody and insolvency

Rules on custody, segregation and insolvency are important for certainty of transfers and where credits are held for clients or through intermediaries.

Finance and security rights

The framework addresses creating, perfecting, prioritising and enforcing security interests in verified carbon credits.

Private international law

Cross-border transactions require clarity about the law governing contractual and proprietary issues.

Digital assets and tokenisation

The parallel Tokenisation Annex connects carbon credits to digital representation and technology-enabled market infrastructure.

Accounting and disclosure

Clear proprietary treatment can support consistent decisions about recognition, control and reporting, while accounting standards remain a separate policy framework.

Compliance and voluntary markets

Although prompted by verified credits outside compliance systems, clearer private-law treatment can inform transactions across different market settings.