The Special Purpose Vehicle (SPV) is the holding entity that owns the project's intellectual property — the protocol code, trade marks, white papers, and any other proprietary assets — and holds equity in the operating entities. The SPV does not operate the business and does not employ staff. Its function is to hold valuable assets in a protected, tax-efficient structure separate from operational liability. The SPV licences IP to the OpCo and the Issuer in exchange for royalty payments, creating a legitimate basis for income to flow to the holding level.

The Operating Company (OpCo) is the entity that runs the business: employs staff, enters into commercial contracts, holds banking relationships, and operates the platform or product. The OpCo is typically incorporated in El Salvador as a Sociedad Anónima de Capital Variable (SA de CV) — the standard commercial company form. It holds a DASP registration if required for its operational activities (exchange, custody, payment services). The OpCo pays a licence fee to the SPV for use of the IP, and management fees if applicable. It is the entity that bears operational liability — keeping it separate from the SPV protects IP assets from operational claims.

The Issuer is the entity that legally issues the token under the LEDA framework and holds the DASP registration for token issuance activity. Separating the Issuer from the OpCo is the structuring step most founders skip — and the one that matters most for legal liability and regulatory clarity. The Issuer enters into the token purchase agreements with investors, publishes the offering documents, and is the counterparty on all token-related transactions. Keeping the Issuer separate from the OpCo means that regulatory or legal issues arising from the token issuance do not automatically expose the operational business — and vice versa.

Every piece of intellectual property created before the SPV is incorporated — protocol code, architecture designs, white papers, brand assets, domain names — must be formally assigned to the SPV by a written IP assignment agreement signed by each creator. This is not a formality — it is the legal act that transfers ownership. IP that is used commercially without formal assignment remains owned by whoever created it (the individual founder, a freelancer, or a prior entity), not by the SPV. This gap is the single most common finding in due diligence for token project investments and acquisitions.

Once IP is owned by the SPV, the OpCo and Issuer use it under licence — not ownership. The IP licence agreement specifies: which IP is licenced, to which entity, for which specific uses, for what territory, for what term, and for what royalty. The royalty rate must be set at arm's length — a rate that an unrelated party would charge for the same IP — to withstand transfer pricing scrutiny in any jurisdiction where the OpCo or Issuer is tax-resident. The IP licence creates a legitimate mechanism for value to flow from the operating entities to the SPV.

The SPV's shareholders — founders, early investors, vesting beneficiaries — need a shareholder agreement that governs: founder vesting schedules, drag-along and tag-along rights, pre-emption rights on share transfers, reserved matters requiring shareholder approval, and the relationship between equity economics and token economics. This agreement is the governance foundation of the project — it determines what happens when founders disagree, when an investor wants to exit, or when a third party makes an acquisition offer. Negotiate and sign it before the project has commercial value, not after.

If the SPV provides capital to the OpCo or Issuer — whether from founder investment, pre-seed funding, or token sale proceeds — the terms must be documented in an intercompany loan agreement or capital contribution agreement. Undocumented cash flows between related entities are a common regulatory and tax compliance gap. The documentation specifies: the amount, the form (loan vs equity), the interest rate (if a loan), and the repayment terms. This is reviewed in every regulatory licensing application and investment due diligence process.