Tokenization

SPV for tokenization: issuer vehicle & ring-fencing structure.

We set up and document an SPV (special purpose vehicle) for token issuance and asset ring-fencing: corporate structure, shareholder/board controls, asset holding arrangements, investor rights model, cashflow waterfalls, custody/escrow logic and compliance perimeter — built for partner/investor due diligence.

Best for RWA tokenization, STOs, structured notes-like tokens, revenue-share models, and cross-border investor distribution.

What the SPV solves

Ring-fencing the underlying asset and cashflows.
Clean issuer governance and investor protections.
Bank/PSP/custodian-friendly operating model.
Clear waterfall, reporting and servicing duties.
Reduced cross-liability vs operating company.

Often paired with RWA structuring and STO documentation.

Scope

What SPV structuring for tokenization typically includes

The SPV is the “legal engine” of tokenization: it holds assets (or contractual rights), issues tokens, receives proceeds, manages cashflows, and delivers reporting and investor protections. We build the structure around your asset class and distribution plan.

Core

Issuer structure & ring-fencing

Separate risks and isolate the token project from the operating business.

SPV formation and ownership model (holding/trust/nominee where relevant).
Asset holding logic: title, pledges, receivables, or contractual rights.
Bank account / treasury setup and segregation principles.
Intercompany arrangements and permitted activities perimeter.

Foundation for enforceability and DD readiness.

Governance

Controls, approvals & investor protections

Make governance predictable and resistant to conflicts.

Board/shareholder approvals matrix for key actions.
Reserved matters, veto rights, and reporting duties.
Conflicts policy and related-party controls.
Tokenholder register and voting/corporate action logic.

Reduces governance risk and misalignment.

Cashflows

Waterfall & servicing model

Define who gets paid, when, and under which conditions.

Cashflow waterfall (fees, reserves, payouts, redemption).
Servicer/manager role definition and duties.
Reserve accounts, stress triggers and covenants.
Default events and enforcement mechanics.

Critical for investor trust and rating logic.

Contracts

Key agreements for the SPV

Document the relationships that make the structure work.

Asset purchase / assignment / pledge / security agreements.
Servicing / management agreement (operational duties).
Escrow / custody / trustee/nominee agreements (if used).
Reporting, audit and information rights provisions.

Partners expect a clear contract stack.

Compliance

Regulatory perimeter & AML/KYC

Align structure with distribution restrictions and counterparties.

Offering format and investor eligibility rules.
AML/KYC and sanctions controls for onboarding and payouts.
Transfer restrictions and whitelisting mechanics.
Disclosure, reporting and ongoing obligations planning.

Avoids “accidental licensing” triggers.

Output

DD pack & implementation roadmap

Deliverables that you can show to banks, investors and platforms.

Structure memo and diagram (roles and flows).
Document list + drafting plan and sequencing.
Governance templates and approval matrix.
Implementation plan for launch and post-issue operations.

Practical and investor/partner-friendly.

Approach

How we design an SPV for tokenization

We start from your asset and distribution plan, then pick the simplest SPV model that survives due diligence and works operationally.

What we clarify first

Asset type and holding method (title, pledge, receivables, contracts).
Token model (debt/equity/revenue share), payouts and redemption logic.
Target investors, jurisdictions, and offering format (private/public).
Key roles: issuer, servicer, custodian/escrow, platform, auditor.
Banking/PSP constraints and settlement model (fiat/crypto).

If you already have an operating business, we focus on ring-fencing and clean intercompany boundaries.

Implementation deliverables

Structure memo

Diagram + flows + risk points and controls.

Corporate pack

Formation, governance docs and approvals matrix.

Contract stack

Key agreements for asset holding, servicing, custody and investors.

Launch roadmap

Sequencing, counterparties, evidence pack and readiness plan.

We can also support negotiations with custodians, platforms, banks/PSPs and key partners.

Packages

SPV structuring packages (indicative)

Scope depends on asset class, jurisdiction, number of counterparties, and whether you need full document drafting or structure-only.

Starter

Structure-only: fast design and planning.

structuring

SPV model recommendation + structure memo.
Roles and flows diagram (issuer/asset/servicer).
Document list and sequencing roadmap.
Key risk points and mitigation checklist.

From €3,900

Indicative. Depends on complexity.

Standard

Structure + formation + baseline contract stack.

most common

SPV formation and corporate governance pack.
Structure memo + approvals matrix.
Baseline agreements (servicing + intercompany).
Investor rights outline + disclosure checklist.

From €9,900

Indicative. Scope agreed in writing.

Pro

Full document drafting + counterparties support.

full pack

Full contract stack for asset holding and custody/escrow.
Investor documentation (terms/PPM/subscription) if needed.
AML/KYC and transfer restriction framework (baseline).
Negotiation support with banks/PSPs/platforms/custodians.

From €18,500

Indicative. Depends on asset & jurisdictions.

If you already have an SPV, we can review it and propose upgrades (ring-fencing, governance, contracts, compliance perimeter).

FAQ

Common questions

Short answers. The right SPV model depends on asset, cashflows and distribution.

Why do tokenization projects use an SPV?

An SPV helps ring-fence the asset and cashflows, isolate liabilities, and provide predictable governance and investor protections. It also makes the structure easier for banks, custodians and institutional partners to assess.

Can the SPV hold the asset directly?

Often yes, depending on asset type and jurisdiction. In some cases the SPV holds contractual rights (receivables, claims) or uses security/pledge structures. We recommend the most workable holding method for your case.

Do you cover cross-border investors and private placements?

Yes. We can design the offering perimeter, investor eligibility, restrictions, disclosures and documentation to support cross-border distribution, including private placement-style structures where suitable.

Do you help with custody/escrow and settlement contracts?

Yes. We align the legal structure with custody/escrow and settlement flows, and can support negotiations with key counterparties.

Need an SPV for token issuance or RWA tokenization?

Share the asset type, token model (rights & payouts), target investors and jurisdictions. We’ll propose an SPV structure with ring-fencing, governance controls and a document roadmap to go launch-ready.

Focus: enforceability, investor protections, partner DD readiness and operationally workable flows.

Good fit for:

RWA tokenization (real estate, receivables, commodities).
STOs and structured investment tokens.
Projects needing ring-fencing from an operating company.
Teams onboarding custodians, banks/PSPs and platforms.

We can start with a structure memo and then move into SPV formation and document drafting.