Tokenization
Tokenization structuring for RWAs, funds, private credit and on-chain securities models.
We help issuers and platforms structure tokenized offerings legally: choose the right wrapper (SPV/fund/issuer),
define token rights, draft offering terms, build compliance disclosures, and align distribution with regulatory requirements.
The main risk in tokenization is not technology — it is legal classification, distribution constraints and investor-facing documentation.
Typical tokenization models
- Tokenized real estate (income share / co-ownership / debt).
- Tokenized funds, SPVs and structured products.
- Private credit / revenue-based financing tokens.
- On-chain cap tables and security-like tokens (where permitted).
Often combined with Crypto licensing if distribution requires licensing.
Deliverables
What we prepare for tokenization projects
Deliverables depend on asset type and jurisdiction. Below is a realistic baseline that covers most RWA and investment-style tokenization models.
Step 1
Legal classification & perimeter
Define what the token is, legally, and what rules apply.
- Token rights and investor entitlement mapping.
- Security / e-money / utility / derivative risk analysis.
- Distribution constraints (public/private, retail/pro).
- Cross-border marketing and selling restrictions.
This decision drives everything else.
Step 2
Structure: SPV / fund / issuer
Choose a wrapper that matches the asset and investor expectations.
- SPV setup + governance and ownership logic.
- Asset holding and cashflow routing mechanics.
- Servicer/manager agreements (if applicable).
- Banking, custody and operational substance planning.
We build structure around operations, not “paper”.
Step 3
Offering documentation
Investor-facing documents that reduce legal and reputational risks.
- Offering terms / token terms / subscription logic.
- Risk disclosures and restrictions section.
- Investor representations and suitability baseline.
- Website disclosures for public-facing pages.
Designed for real investor questions and DD.
Step 4
Platform & distribution setup
Align distribution with licensing perimeter and compliance.
- Platform terms (issuer vs platform roles).
- KYC/AML and sanctions logic for investors.
- Payment rails and custody responsibilities.
- Secondary transfer restrictions (where needed).
Often where the real compliance issues arise.
Step 5
Asset documentation & evidence
Prove asset ownership and enforceability of rights.
- Asset title and encumbrance checks baseline.
- Link between token rights and asset/cashflows.
- Servicing and enforcement mechanics (default scenarios).
- Data room structuring and DD support.
Critical for institutions and serious investors.
Step 6
Operational compliance & governance
Rules for reporting, conflicts, controls and investor communication.
- Governance: approvals, roles, reporting cadence.
- Conflicts policy (issuer/platform/manager).
- Investor communications and disclosures workflow.
- Ongoing monitoring and compliance updates.
Useful even for non-licensed routes.
Approach
How we structure tokenization projects
Tokenization is a legal product design problem: structure, investor rights, disclosure quality, and distribution rules.
We build it in a sequence that prevents rework.
What we clarify first
- What is the asset and who owns it today?
- Who will buy the token (retail/pro/institutions)?
- Where will investors be located and how will you market?
- Will investors have redemption/withdrawal or secondary trading?
Output: a tokenization “legal architecture” note — classification, structure, restrictions, and documentation list.
Typical engagement paths
Issuer-led
Classification → SPV/fund structure → offering terms + disclosures → distribution controls.
Platform-led
Platform terms → issuer onboarding → compliance logic → standard offering templates.
Real estate model
Title checks → cashflow routing → token terms → investor reporting and enforcement.
Private credit model
Loan docs and security → token-linked rights → restrictions → servicing + default scenarios.
Related: Compliance and
Corporate.
FAQ
Common questions
Tokenization is not “one template”. These are the questions that decide the legal route.
Is tokenization always considered a securities offering?
Not always. It depends on token rights, marketing, investor type, transferability, redemption features and jurisdiction. We run a classification analysis to avoid building on the wrong legal assumption.
Can we offer tokens globally?
Usually not as a simple “one size fits all”. Cross-border offerings require distribution restrictions, investor qualification logic, and sometimes licensing. We design a route that matches where you want to sell.
Do we need a regulated platform for token distribution?
Sometimes yes — especially if you handle custody, exchange, brokerage, or public offerings to retail investors. If you operate an issuer-only model with restricted distribution, the route may be different.
What is the biggest failure point in tokenization?
Weak investor-facing documentation and unclear token rights. If rights, risk disclosures and enforcement mechanics are vague, serious investors and partners will avoid the project.
Need a tokenization structure that is legally defensible?
Send a short note: asset type, where it is located, investor type and target markets, and whether you plan secondary trading.
We will propose a tokenization roadmap and first deliverables.
If you already built the product, we can audit token rights, disclosures and structure and propose a “fix list”.
Good fit for this service:
- Tokenized real estate, funds and SPV offerings.
- Private credit / revenue-sharing tokens.
- Platforms onboarding issuers for tokenized assets.
- Projects preparing for institutional distribution.
We focus on investor rights, enforceability and distribution rules — that’s what makes tokenization “real”.