Case / UAE
Tokenized real estate (Dubai): SPV structure and investor documentation
An indicative outline of how we structure real estate tokenization projects around an SPV, clarify investor rights
off-chain, and align platform flows, disclosures and documentation with cross-border investor expectations.
Public version is simplified and anonymised. In practice we tailor the structure to the asset type (units / shares / notes),
distribution model, investor geography and banking constraints.
Snapshot
Asset
Dubai real estate
Income / growth model
Wrapper
SPV + token layer
Off-chain rights clarified
Investors
Cross-border
Non-retail / qualified focus
Docs
Offering + disclosures
Platform aligned
SPV structuring
Token rights mapping
Risk disclosures
Platform terms
1
asset-holding SPV
2+
investor geographies
10+
core document blocks
3
key risk layers
Context
What the client needed
The main goal was to let investors buy a “token”, while still having enforceable off-chain rights in a classical legal form,
and without mixing platform tech with asset ownership and liabilities.
Initial situation
- Real estate assets in Dubai with a plan to open investments to international clients.
- On-chain token layer planned for investor access, transfers and reporting.
- Need to separate asset ownership from platform operations and technology risks.
- Requirement to avoid “retail public offering” positioning in sensitive geographies.
Cross-border investors
Token-based access
Controlled distribution
What we had to make clear
- What exactly the token represents: share / unit / contractual right / note-like claim.
- Which entity holds the asset and which entity operates the platform and marketing.
- How income and proceeds are calculated, distributed and documented.
- How investor onboarding, eligibility, disclosures and transfer restrictions work.
In tokenization, clarity is everything: if the off-chain rights are vague, you get banking friction, investor pushback,
and high regulatory risk.
Structure
How the model was built
A typical real estate tokenization structure is a combination of (1) asset-holding SPV, (2) investor rights documentation,
and (3) platform layer that does not “accidentally” become a regulated offer to the public.
Step 01
Perimeter
Legal nature of tokens
Defined what the token represents and translated it into enforceable off-chain rights (ownership or contractual claims).
- Rights mapping: token → legal claim
- Transferability and restrictions
- Investor classes and eligibility
Step 02
SPV
Asset-holding vehicle
Structured an SPV to hold real estate and isolate liabilities from the platform operator and tech stack.
- Corporate governance and controls
- Cash flow and bank account logic
- Investor register / cap table design
Step 03
Offering
Offering documentation
Prepared the investor-facing set: term sheet / information memorandum, risk disclosures, and subscription mechanics.
- Offering summary + key terms
- Subscription / allocation rules
- Reporting, fees and distributions
Step 04
Platform
Platform & investor journey alignment
Ensured that the website, onboarding flow and UI wording match the legal structure and do not create unintended promises.
- Terms of Use + disclaimers
- Privacy / cookies layer
- Investor acknowledgements
Step 05
Compliance
AML / KYC and cross-border restrictions
Built onboarding rules for the target investor profile, including KYB for corporate investors and PEP/sanctions controls.
- KYC/KYB & source of funds logic
- Country restrictions and gating
- Record-keeping and audit trail
Step 06
Operations
Reporting and distribution mechanics
Documented how income/proceeds are calculated and distributed, what triggers payouts, and what happens in stress scenarios.
- Distribution waterfall / schedule
- Valuation and reporting principles
- Exit scenarios and token redemption
Key point: tokenization does not remove legal reality — it must be explained.
The more precise the off-chain rights and disclosures are, the easier it is to work with banks, partners and sophisticated investors.
Deliverables
What the client received
Exact document set depends on the asset, investor profile and distribution model, but the pack below is typical for real estate tokenization.
Legal structure & investor docs
- SPV structure memo (roles, liabilities, governance, cash flow logic).
- Token rights mapping (what token represents, enforceability, restrictions).
- Offering term sheet / information memorandum (public version simplified).
- Subscription / allocation documents and investor representations.
- Risk disclosures tailored to real estate + token layer.
SPV
Term sheet / IM
Risk disclosures
Platform & compliance layer
- Website Terms of Use and disclaimers for tokenization functionality.
- Privacy Policy + cookies notice (aligned with actual tracking/analytics).
- Investor gating: country restrictions and eligibility logic.
- AML / KYC onboarding rules aligned with target investor class.
- Operational notes: reporting cadence, distributions, exit scenarios.
The “public layer” (website + marketing) is often the weak point. We make sure it does not contradict the legal structure.
FAQ
Common questions in real estate tokenization
Short public answers. For your model we usually provide a structured memo.
Does a token automatically mean “ownership” of the property?
Not automatically. A token can represent ownership (e.g., via shares/units) or a contractual claim (e.g., revenue participation).
The key is to make the off-chain right precise and enforceable.
What is the role of an SPV in tokenized real estate?
The SPV typically holds the asset and isolates liabilities. Investors then hold SPV-linked rights (direct or indirect),
while the platform operator focuses on tech and distribution.
Can we market globally to “anyone”?
Usually this is where most risk appears. Cross-border distribution can trigger securities / public offering rules.
A controlled distribution model (eligible investors, country gating, disclosures) is often the safer path.
What typically breaks the model?
Vague rights, unclear cash flow mechanics, and contradictions between legal docs and the platform’s public wording.
Banks and serious investors are very sensitive to those gaps.
Building a tokenized real estate model?
Send a short summary of the asset type, investor geographies, expected ticket size and whether you want “ownership” tokens
or “revenue participation” tokens. We’ll propose a structure and a document set that matches your distribution plan.
You can start with a high-level model. Confidential details can be shared later under NDA.
Especially useful if you:
- Need an SPV-based structure to isolate liabilities and simplify investor onboarding.
- Want enforceable off-chain rights for token holders (not just “marketing”).
- Plan cross-border distribution and need country/eligibility controls.
- Need a consistent public layer: website terms, disclosures and investor acknowledgements.
We focus on “investor-ready” tokenization: clear rights, clear flows, and documentation that matches reality.