Tokenization

RWA structuring for tokenized real-world assets.

We structure SPVs, ownership and cashflow models, token terms and disclosures, custody/servicing flows, and cross-border execution — so the legal link between the off-chain asset and the on-chain token is clear, enforceable and investor-ready.

Best for teams preparing an issuance, platform launch, investor DD or bank/PSP onboarding.

Typical RWA projects

Real estate and development revenue-share structures.
Private credit / receivables and loan pools.
Commodity / inventory backed tokens (storage + audit).
Infrastructure, energy and regulated asset exposures.

Often paired with AML / KYC and website legal documents.

Scope

What RWA structuring typically includes

We design the legal architecture to match your asset, distribution model and jurisdictional perimeter — with documents and controls that work in practice (not only on paper).

Foundation

Asset & title analysis

Confirm what is being tokenized and whether it can be legally linked to a token.

Ownership chain and title evidence review.
Encumbrances, consents and transferability limits.
Asset perimeter definition (what exactly backs the token).
Risk map: legal, operational, counterparties.

Best starting point before writing token terms.

Structure

SPV / ring-fencing model

Create the entity and governance stack to isolate risks and protect investors.

SPV / holding structure design.
Shareholder / investor arrangements.
Governance and approvals matrix.
Cashflow segregation and reserves.

Optimized for clean cashflows and enforcement.

Token

Token terms & disclosures

Define tokenholder rights, restrictions, redemption and investor information.

Token Terms / T&Cs and investor rights model.
Transfer restrictions and eligibility rules (KYC gating).
Disclosure pack and risk factors.
Default events, remedies and governance triggers.

Investor-ready documentation approach.

Operations

Cashflows, custody & servicing

Make sure the legal model matches how funds, assets and reports move.

Servicing / agency and collections framework.
Custody, storage, audit and reporting cadence.
Waterfall and distribution policy.
Evidence pack for DD and counterparties.

Critical for credibility and partner onboarding.

Regulatory

Compliance perimeter mapping

Assess legal classification and distribution constraints across jurisdictions.

Security / financial product classification review.
Offering format options (private, platform, notes, etc.).
Marketing and investor segmentation constraints.
AML/KYC responsibilities and controls split.

Reduces cross-border and promotion risk.

Execution

Deal execution & closing

End-to-end support to reach issuance readiness and close counterparties.

Documentation pack drafting and negotiation.
Approvals, board minutes, closing checklist.
Partner coordination (platform, custodian, servicer).
Post-closing legal maintenance (optional).

Designed to close, not to “research forever”.

Approach

How we structure RWAs

Practical sequence: feasibility → architecture → documents → issuance readiness. Deliverables depend on asset class and distribution model.

Key deliverables

Structuring memo (options + recommended path).
Entity/SPV governance and investor documents.
Token Terms + disclosures and restrictions.
Cashflow/servicing/custody framework documents.
Closing checklist and approvals pack.

We align legal documents with real operational flows (custody, servicing, reporting, onboarding).

Common structuring patterns

SPV issuance

Token linked to SPV economics (debt/revenue share/participation rights).

Trust / nominee layer

Holds underlying asset/rights for tokenholders where direct fractional ownership is complex.

Receivables / loan pools

Assignment mechanics, servicer duties, default triggers, reserve and waterfall logic.

Commodity / inventory backed

Storage, audit, insurance, redemption/delivery terms and fraud-risk mitigations.

The final model depends on investor geography, platform setup, and how you handle custody and cashflows.

Process

Typical workflow

We can start from a concept note or from an existing project that needs restructuring and issuance readiness.

Step 1 — Feasibility

Confirm asset, title, constraints and distribution perimeter.

discovery

Asset/title baseline review.
Structuring options and risks mapping.
Draft deliverables list and timeline.
Key role split (issuer / platform / custodian / servicer).

Start

From concept to a workable blueprint.

Step 2 — Architecture

Build SPV/governance and token legal design.

structuring

SPV and governance setup (or redesign).
Token Terms and investor rights framework.
Cashflow, reserves and reporting logic.
Compliance perimeter and eligibility rules.

Build

Legal model that matches operations.

Step 3 — Documents & closing

Drafting, negotiation, approvals and issuance readiness.

execution

Full documentation pack drafting.
Partner/counterparty negotiation support.
Closing checklist + approvals pack.
Post-closing maintenance (optional).

Launch

Issuance-ready and DD-friendly.

If you already have a structure, we can perform a gap analysis first and then fix weak points before issuance or DD.

FAQ

Common questions

Short answers. Final scope depends on asset class and target investor perimeter.

Is an RWA token always treated as a security?

Not always. Classification depends on token rights (economic/control), distribution, marketing, investor targeting and jurisdiction. We typically prepare a classification memo with compliant structuring alternatives and restrictions.

What documents are typically required for RWA structuring?

Commonly: SPV governance documents, investor/shareholder arrangements, token terms and disclosures, servicing/agency framework, custody/storage/audit terms, onboarding and transfer restrictions (KYC gating), and a closing checklist with approvals.

Do you work with the platform / technical team?

Yes. We align the legal model with platform logic: onboarding, whitelisting, transfer and redemption rules, reporting, and off-chain controls (custody, servicing, audit, payments).

Can you support cross-border structures?

Yes. We design a distribution perimeter and investor segmentation approach to reduce cross-border promotion risk, and we align documents with the jurisdictions involved in asset holding, issuance and investor onboarding.

Need an RWA structuring blueprint?

Share the asset type, jurisdiction, expected cashflows, target investors and platform model. We will propose the structuring route and the documentation pack required to become issuance-ready.

Focus: enforceable linkage between off-chain assets and on-chain tokens, plus DD-ready evidence and controls.

Good fit for:

Teams preparing an issuance or a platform launch.
Projects onboarding banks/PSPs and institutional partners.
Businesses raising capital via tokenized assets.
Founders needing DD-ready documents and structure.

We can start from a short call and a document list — and move into structuring immediately.