A tokenized crowdfunded offering is two regulated things at once: a securities offering under a U.S. exemption, and a digital instrument with all the custody, transfer and record-keeping consequences that implies. The token does not replace the securities analysis; it layers operational requirements on top of it.
We structure both layers together. The offering follows the exemption — Reg CF or Reg A+ with the corresponding disclosure — while the instrument design addresses who holds the tokens, how transfer is restricted, how the register is maintained and how investors exercise their rights.
The result is a raise that reaches a digital-native audience without pretending the securities regime does not apply to it, which is the failure mode the structure exists to avoid.
- You want to raise under a U.S. exemption using tokenized instruments.
- You are unsure how transfer restrictions and investor eligibility apply to on-chain securities.
- You need a register, custodian or transfer-agent arrangement for tokenized interests.
- Retail and accredited investors will both participate and the structure must accommodate both.
Two regimes, one structure
The offering regime and the digital-instrument requirements have to be satisfied simultaneously. Designing them separately produces a raise that satisfies one and breaches the other.
Transfer restrictions follow the exemption
Who may hold and how tokens may move is set by the exemption and the disclosure, not by the smart contract alone. The two have to agree.
The register is the record
A blockchain is not a shareholder register. Someone has to maintain the authoritative record of who holds what, and that arrangement has to be designed.
- Offering-regime selection and interaction with the digital instrument design
- Token structure, rights and transfer-restriction architecture
- Disclosure and offering documentation covering both layers
- Register, custody and transfer-agent design and selection
- Investor-eligibility, onboarding and wallet architecture
- Post-close reporting, governance and transfer administration
- 01
Resolve the offering regime
Which exemption and tier applies, and what disclosure and investor limits that imposes — before the instrument is designed.
- 02
Design the instrument
The token’s rights, restrictions and mechanics, aligned to the exemption and to how investors will exercise them.
- 03
Settle the register
Who maintains the authoritative record, how transfers are approved and how legal ownership is evidenced.
- 04
Prepare disclosure
Offering documentation that describes the securities position and the token mechanics without contradiction.
- 05
Onboard, close and administer
Investor onboarding, wallet architecture, the close, and the continuing transfer and reporting administration.
Structure and feasibility read
A written assessment of how the offering regime and the token design interact for your intended raise.
Tokenized offering programme
Offering structure, instrument design, register architecture and disclosure delivered through to close.
Register and transfer administration
Design and set-up of the custody, register and transfer workflow for an issued token.
- Raises seeking to use a token to escape securities disclosure — the token characterises the instrument, not the obligation.
- Projects with no credible custody or register arrangement for the interests they intend to issue.
In principle, yes — the offering still has to satisfy Reg CF, including the portal, limits and disclosure, and the token becomes the instrument in which the security is represented. The mechanics must be consistent with the exemption, especially on transfer and investor eligibility.
No. A blockchain can evidence transactions, but it does not by itself maintain a legally authoritative register or administer corporate actions. A transfer agent or equivalent arrangement is still required, and we design how the on-chain and off-chain records reconcile.
Through a permissioned instrument, where transfer is restricted to eligible holders, often paired with legal transfer restrictions in the terms. The technical and legal restrictions must match exactly; where they diverge, the legal one governs and the discrepancy becomes a compliance failure.
For most exempt offerings, secondary trading is heavily restricted, and there is often no permitted venue until the applicable holding period has passed and an exemption for resale applies. Assuming a liquid secondary market exists is one of the most damaging misconceptions in this area.