Legal Structuring for Tokenized Real-World Assets
Structure tokenized securities, funds, and asset-backed offerings with full regulatory alignment across U.S. and international markets.
Tokenizing real-world assets is not a "crypto" problem—it's a securities and capital markets problem.
Most real-world asset (RWA) tokenization projects fail at the legal layer—not the technology layer.
If you are tokenizing real estate, private credit, infrastructure, or other revenue-generating assets, your tokens are typically:
- Securities by default
- Subject to offering restrictions
- Limited in how they can be transferred or traded
- Exposed to cross-border regulatory risk
Without proper structuring, you risk:
We design the legal architecture behind tokenized asset offerings
We act as regulatory and transactional counsel for tokenized funds, asset-backed token offerings, structured investment vehicles, and cross-border capital formation.
Tokenized Securities Structuring
We structure tokens that represent equity interests, debt instruments, and revenue participation rights.
- Private placement frameworks (e.g., Reg D, Reg S)
- Investor eligibility restrictions
- Transfer and resale limitations
Fund & SPV Structuring
We design institutional-grade structures for tokenized investment vehicles.
- Tokenized investment funds
- Special purpose vehicles (SPVs)
- Series LLC structures
- Onshore/offshore parallel vehicles
Regulatory Strategy & Jurisdiction Design
We advise on optimal jurisdiction selection and cross-border structuring.
- Optimal jurisdiction selection
- U.S. vs offshore structuring strategies
- Cross-border investor access
- Regulatory exposure mapping
Offering & Distribution Strategy
We structure compliant offerings for token issuance and distribution.
- Private placements
- Cross-border token sales
- Platform and distribution frameworks
- Exchange and secondary market considerations
Asset-Specific Tokenization
We tailor structures for specific asset classes.
- Real Estate — Fractional ownership, income distribution
- Private Credit — Tokenized debt instruments and yields
- Infrastructure — Project finance, revenue participation
- Revenue Assets — Cash flow tokenization models
Most tokenization projects start with technology. We start with legal architecture.
We design your structure across three integrated layers. This approach ensures your structure works from issuance through secondary trading.
Entity Layer
Fund, SPV, or issuer entity with ownership and governance structure designed for regulatory compliance.
Token Layer
Rights attached to the token, classification, and regulatory treatment defined with precision.
Distribution Layer
Who can invest, how tokens are issued, and how transfers are restricted or enabled.
Tailored structures for every asset class
Tokenized Real Estate
- Fractional ownership structures
- Rental income distribution
- Investor access across jurisdictions
Tokenized Private Credit
- Debt issuance structures
- Yield-bearing tokens
- Risk allocation and investor protections
Tokenized Energy & Infrastructure
- Project finance SPVs
- Revenue-linked tokens
- Capital formation for large-scale projects
Tokenized Funds
- Fund tokenization structures
- LP interest digitization
- Automated distribution mechanisms
Clients at the intersection of capital markets and digital assets
This is not standard "crypto law"
- Utility tokens
- Early-stage Web3 projects
- Regulated, asset-backed tokenization
- Securities-compliant structures
- Institutional-grade transactions
- 1Deep securities law and structuring experience
- 2Cross-border regulatory strategy (U.S. + international)
- 3Practical understanding of real-world assets and funds
- 4Ability to bridge traditional finance and tokenized systems
Powered by Brickken
We utilize Brickken as our trusted RWA tokenization infrastructure platform provider partner, ensuring secure, compliant, and scalable token issuance for all asset classes.
Led by experienced securities counsel
With over 15 years of practice at national and boutique law firms, including Kaye Scholer LLP and Shumaker Mallory LLP, Emanuel Orlando brings extensive experience in corporate and securities transactional law.
His expertise encompasses regulatory compliance, domestic and international corporate structuring, real-world tokenization transactions, fund formation, and intellectual property transactions, helping drive strategic growth for investment firms and technology businesses.
Education
Loyola Law School of Los Angeles
Juris Doctor, Top 20% of class. Senior Note and Comment Editor, Loyola International and Comparative Law Review.
Princeton University
Bachelor of Arts in Philosophy, Departmental High Honors.
RWA Tokenization Legal Blueprint
A detailed guide for structuring compliant tokenized asset offerings.
- Entity stack diagrams
- Token issuance flows
- Regulatory pathways (U.S. and offshore)
- Compliance layers for issuance, custody, and transfer
Choose the right level of support
We offer affordable fixed fee billing for our major engagement levels, providing cost certainty for your tokenization project.
RWA Structuring Consultation
$2,500 Fixed FeeInitial assessment of your asset, structure, and regulatory exposure. Fee is credited towards a Full Legal Structuring Engagement.
Schedule ConsultationFull Legal Structuring Engagement
$5,000 – $20,000 Fixed FeeEnd-to-end design of entity structure, token design, offering framework, and compliance strategy. Pricing varies based on the scale and complexity of the tokenized implementation, and number of assets included.
Excludes registered offerings and Reg A+ mini-IPOs (starting at $100,000+)
Learn MoreOngoing Regulatory Counsel
$500/hourSupport for scaling, additional offerings, secondary market strategy, and investor expansion. Available after completion of Full Legal Structuring Engagement.
Billed at standard hourly rates
Visit icolaw.netComplete Legal Packages for Tokenized Offerings
Fixed-fee packages that include all legal documentation required for compliant tokenized securities offerings.
Reg D / Reg S Package
Complete tokenization offering for accredited investors under Regulation D with optional Regulation S offshore tranche.
State filing fees not included
- Rule 506(c) Reg D (general solicitation allowed)
- Reg S offshore tranche for non-U.S. investors
- Accredited investor verification framework
- Private Placement Memorandum (PPM)
- Subscription & Purchase Agreements
- Token Terms & Conditions
Reg CF Package
Complete Regulation Crowdfunding tokenization offering allowing both accredited and non-accredited U.S. investors.
Platform listing fees not included
- Raise up to $5M in 12-month period
- Accredited & non-accredited investors
- Form C drafting & review
- Subscription agreements
- Charter/operating agreement updates
- Risk factors & portal agreements
What's Included in Every Package
Initial Structuring & Strategy
- Define business and asset structure (equity in operating company vs. SPV)
- Choose registration exemption (Reg CF, Rule 506(c), Reg S)
- Token structure design (direct membership interest or beneficial interest)
- Jurisdiction & entity confirmation (Delaware C-Corp/LLC)
- Separate SPV consideration for each RWA asset
Governing Documents
- Operating Agreement / LLC Agreement / LP Agreement
- Corporate Charter & Bylaws with token/series provisions
- Special provisions for tokenized securities
Offering Documents
- Private Placement Memorandum (PPM) with business, assets, token structure, rights, use of proceeds, and risks
- Subscription Agreement with investor reps, warranties, and acknowledgments
- Transfer restrictions and resale limitations documentation
Token-Specific Terms
- Token Terms & Conditions / Tokenholder Agreement
- Securities statement and liquidity expectations
- Event handling provisions (forks, upgrades, key loss, bugs)
- Platform service agreements (KYC/AML, investor verification)
Structure Your Tokenized Asset Offering Correctly From the Start
Tokenization unlocks new capital formation—but only if the legal foundation is built correctly.
Not sure where to start?
Send us a brief overview of your asset and tokenization goals—we will identify key legal risks and structuring considerations.
Get in Touch