The vehicle
The company, special purpose vehicle or fund that holds the asset and issues the security. We look at what you already own, what lenders or partners require, and how clean the separation from your operating business needs to be.
Service 02
Set up the deal so investors can own a share of your project.
An orchard, a building or a new production line cannot be split into shares for investors on its own. It needs a company to make the offer, a clear answer to what investors receive, and a country whose rules suit your investors. We work out the options with you, coordinate qualified counsel, and set up the result as your offering in the platform's issuer console.
- When
- After a Go in the feasibility review
- You receive
- Structure memo and counsel brief
- Jurisdictions
- RS, EU, CH, US, UAE, SG, HK
The first reason projects fail
No vehicle, no offering
The most common reason a tokenization stalls is that nobody decided what investors are actually buying. A share in a company? A note that pays from the asset's cash flows? A unit in a fund? Each answer brings different rules on who can invest, what documents are needed and which regulator reviews them.
We settle this early, because everything on the platform depends on it. The offering in your console, the rules engine and the distribution waterfall are all configured around the instrument chosen here.
Three decisions we make with you
The instrument
Equity, debt, profit participation or fund units. The choice sets what investors are entitled to, how long they hold and how payments reach them.
The jurisdiction
Where the vehicle sits and under which framework the offering is made. We work across Serbia, the EU, Switzerland, the United States, the UAE, Singapore and Hong Kong. See our jurisdiction summaries.
Who does what
We coordinate. Qualified local counsel advise and execute. In practice that means we prepare the commercial and technical side of the structure, brief counsel with a clear question set, and keep the structure, the investor rules and the platform aligned while counsel draft the documents and deal with the regulator.
If you already have counsel you trust, we work with them. If you do not, we can introduce firms in the relevant jurisdiction. Either way you engage counsel directly and their fees are paid by you, not marked up. How we work together sets this out.
What you receive
- A structure memo: the recommended vehicle, instrument and jurisdiction, and the options we rejected with the reasons
- A plain-language diagram of who owns what and where money flows
- A brief for qualified counsel, with the questions they need to answer
- A list of the documents the offering will need and who prepares each
- The regulatory steps in the chosen jurisdiction, as a summary for counsel to confirm
- A decision log you can show to your board, lenders or co-owners
What we need from you
- Current corporate documents and the ownership chain down to the asset
- Existing loans, security interests or shareholder agreements
- Where you and your likely investors are based
- Your tax adviser's view, if you have one, or permission to raise tax questions with counsel
- Your preference, if any, for a specific jurisdiction and why
Where the structure lands on the platform
The vehicle becomes the issuer profile in your console, the instrument becomes the digital security with its terms, and the jurisdiction sets the starting rules for the rules engine. The platform already runs live regulated offerings. See the track record.
Before and after this step
Structure starts from the findings of the feasibility review. Its output feeds straight into Investor rules, because the instrument and jurisdiction decide who may hold the security, and into Financial design, because the vehicle shapes the terms and the payment waterfall. All three end up as settings on the platform.
Questions we get
Do you give legal advice on the structure?
No. We design the commercial and technical side and coordinate the work. Legal advice, the offering documents and any regulatory filings come from qualified local counsel.
Can we keep the asset in our existing company?
Sometimes. It depends on what else the company does, what its lenders allow and how much separation investors will expect. The structure memo sets out the trade-off.
What does this mean for a small business like ours?
You keep running your business. Often the project sits in its own small company, so investors share in that project only and your existing bank loans and shareholders stay as they are. Counsel confirm what works in your case.
How long does regulatory review take?
It depends on the jurisdiction and the regulator's workload. Our typical plan of around 12 weeks excludes regulatory review time, and we say so up front.
Do we have to use your counsel?
No. We are happy to work with your existing counsel. If you need introductions, we can make them.
Summaries of legal and regulatory frameworks on this page are not legal advice. Structures are confirmed and executed by qualified local counsel.
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