Service • El Salvador
Tokenization Structuring in El Salvador
Legal structuring for tokenization projects using El Salvador’s digital asset framework — from issuer/SPV setup and
token rights design to disclosure discipline, contracts, and cross-border distribution controls.
RWA and asset-backed narratives
Tokenized debt / revenue instruments
Equity/governance token models
We start with activity and rights mapping (what the token actually represents). No “paper tokenization” assumptions.
What we structure (before documents)
Tokenization is a legal design problem: rights, obligations, enforcement and controls.
- Legal object: claim/interest/right the token represents (and its limitations).
- Issuer/SPV: who owns the asset/receivables and who takes investor-facing obligations.
- Distribution: offering type, investor eligibility, restricted jurisdictions, onboarding evidence.
- Service perimeter: where DASP/BSP roles attach (custody/exchange/brokerage/payment rails).
Related: DASP • BSP • Jurisdiction overview
Reality check
Why many tokenization projects get stuck
The common blocker is not blockchain code. It’s an inconsistent legal narrative between the asset, token rights, disclosures, and actual operations.
Mismatch
Token claims not enforceable
Rights are described in marketing, but not anchored in contracts, governance or asset ownership logic.
- No clear legal object behind token.
- No enforcement / dispute rules.
- Conflicts not disclosed.
Fix: rights map + issuer/SPV responsibility allocation.
Distribution
Cross-border offering triggers
Projects reach markets where separate securities / solicitation rules apply.
- No restricted jurisdictions logic.
- Eligibility not controlled.
- Marketing perimeter not defined.
Fix: distribution rules + onboarding evidence discipline.
Operations
Custody/exchange roles ignored
If your model touches custody or intermediation, partners expect DASP/BSP-grade controls.
- Unclear responsibility for assets.
- Vendor “does it” assumptions.
- No audit trail / logs baseline.
Fix: perimeter mapping + implementable controls and records.
Structuring
Core structuring decisions we drive
We build a structure that keeps the asset, issuer and token rights aligned — and defensible under due diligence.
Legal object & token rights
- What the token represents: claim, right, interest or access — and what it does not represent.
- Transferability rules, lock-ups, whitelisting and eligibility constraints (if needed).
- Investor rights: information, voting, economics, redemption, events of default (as applicable).
- Disclosure discipline: risks, conflicts, limitations, valuation and servicing assumptions.
Goal: token claims are enforceable and consistent with corporate reality.
Issuer / SPV setup & responsibilities
- Issuer entity vs SPV: ownership of the asset/receivables and who takes investor-facing obligations.
- Governance and approvals: who signs disclosures, updates them, and approves changes.
- Servicing and cashflow mechanics: who collects, who distributes, and under what rules.
- Vendor/outsourcing boundaries with oversight and evidence requirements.
If your model includes custody/exchange/brokerage functions, we align with DASP / BSP.
Documentation
Documentation stack we build for tokenization
Tokenization documents must describe the same business the product and operations actually perform.
Investor-facing
Disclosure & offering terms
Disclosure document + terms aligned to rights, economics and risks.
- Risk factors and limitations.
- Rights and governance mechanics.
- Offering style: public vs private.
Designed for due diligence and consistency checks.
Operational
Onboarding & evidence
Eligibility, restricted jurisdictions, consent capture and recordkeeping rules.
- KYC/AML alignment to distribution.
- Consents and disclosures archive.
- Audit trail baseline (logs).
Evidence-first, reproducible process.
Contracts
Vendors & service perimeter
Issuer, platform and vendor contracts aligned to responsibility allocation.
- Servicing and cashflow rules.
- Custody/exchange interfaces.
- Outsourcing oversight clauses.
Avoids “vendor does it” myths.
Need issuance framing? See El Salvador Digital Asset Issuance.
Risk
Risks we address early (to avoid rework)
We treat tokenization as a combined legal + compliance + distribution problem — especially when you market cross-border.
Regulatory & distribution risk
- Cross-border triggers: solicitation rules, investor type restrictions, and local securities constraints.
- Marketing perimeter: channels, geo-targeting, language targeting and “accidental offering” patterns.
- Consistency: product UX and disclosures must match the same activity narrative.
Outcome: distribution controls that reduce partner and investor friction.
Operational & AML risk
- AML/KYC and sanctions workflows aligned to investor onboarding and the actual token flow.
- Recordkeeping discipline: ability to reproduce what happened (consents, onboarding, decisions, exceptions).
- Outsourcing oversight: vendor DD and ongoing monitoring evidence rules.
If your project includes custody/exchange/brokerage rails, we align the perimeter with DASP / BSP.
Assets
What can realistically be tokenized in El Salvador
Tokenization is not about “anything can be tokenized”. It is about whether rights can be legally defined,
transferred, enforced and disclosed in a coherent manner.
RWA
Real estate
Direct title tokenization or SPV-based structuring.
- Ownership vs economic participation.
- SPV share vs asset-level model.
- Transfer and governance constraints.
Key: enforceable property link.
Cashflow
Receivables / revenue streams
Tokenized claim over future payments.
- Assignment mechanics.
- Servicing and collection rules.
- Default and waterfall logic.
Key: verifiable payment flow.
Corporate
Equity / participation
Governance and economic participation models.
- Voting and information rights.
- Cap table logic.
- Transfer restrictions.
Key: corporate-law alignment.
Debt
Notes / debt instruments
Structured repayment instruments with defined covenants.
- Interest and maturity logic.
- Default triggers.
- Enforcement mechanics.
Key: contractual clarity.
Pooling
Fund-style vehicles
Collective exposure to diversified assets.
- Manager responsibilities.
- Valuation rules.
- Conflict disclosures.
Key: governance discipline.
Hybrid
Mixed digital-native models
Revenue + governance + utility layers combined.
- Rights separation logic.
- Economic vs utility components.
- Marketing constraints.
Key: avoid regulatory confusion.
Models
Tokenization structural models compared
The choice of model affects disclosure, governance, tax exposure and regulatory perimeter.
Model A
Direct asset model
Token holders linked directly to asset-level rights.
- Simpler narrative.
- Harder enforcement coordination.
- Strong disclosure requirement.
Model B
SPV issuer model
Asset held by SPV; tokens represent claims over SPV.
- Clear governance layer.
- Structured liability separation.
- More documentation discipline.
Model C
Fund-style pooling
Manager-led vehicle allocating across assets.
- Professional management narrative.
- Ongoing reporting obligations.
- Higher governance complexity.
The correct model depends on asset type, investor base, distribution geography and service perimeter.
FAQ
Frequently asked structuring questions
Does tokenization automatically mean “securities”?
Not automatically. Classification depends on rights granted, distribution method, investor expectations and economic substance.
Can we sell globally?
Distribution must be mapped jurisdiction-by-jurisdiction. Geo-targeting, eligibility and marketing language matter.
Do we need DASP?
If you operate custody, exchange or intermediation functions, DASP positioning may be required in parallel.
Can token holders vote?
Yes — if governance rights are legally anchored and operationally implementable.
Timeline
Typical structuring timeline (indicative)
Timeframes depend on complexity, asset verification and distribution footprint.
Phase 1 – Structuring
2–4 weeks
- Asset and rights mapping.
- Issuer/SPV model selection.
- Regulatory perimeter confirmation.
Phase 2 – Documentation
3–6 weeks
- Disclosure drafting.
- Terms and contracts.
- Distribution controls.
Phase 3 – Alignment
Variable
- DASP/BSP alignment (if needed).
- Partner/bank documentation support.
- Operational evidence baseline.
We do not optimise for “speed only”. We optimise for coherence and defensibility.
Start with a tokenization structure memo
Send a short description of the asset (or cashflow), the planned token rights, target investors/markets, distribution channels,
and whether custody/exchange services are involved. We propose a structure and a document scope aligned to real flows.
We do not promise approvals. We deliver defensible structuring, coherent documents and implementable controls.
Good fit for this service:
- RWA / asset-backed narratives requiring evidence discipline.
- Tokenized debt / revenue participation instruments.
- Equity-like or governance token models.
- Projects targeting cross-border distribution with restrictions.
Focus: enforceable token rights + issuer/SPV responsibility allocation + distribution controls that match operations.