SPVs, LLC Interests, and Token Wrappers: Structuring a Tokenized Real Estate Deal
The legal architecture of a tokenized real estate deal is built in four layers. Get them aligned, and tokenization delivers real operational value. Ignore one, and the whole structure becomes the problem. A tokenized real estate deal is not one thing. It is four things stacked on top of each other: a property layer, an […]
Investment Company Act Risks in Fractionalized Real Estate Structures
Section 3(c)(5)(C) is the exemption real estate sponsors reach for most often — and understand least well. Here is how the asset composition test actually works, what the SEC’s no-action letters require, and where fractionalized structures most often go wrong. There is a compliance problem that quietly follows fractionalized and tokenized real estate structures from […]
State Blue Sky Laws and Tokenized Real Estate Offerings
Federal compliance is the starting point. State Blue Sky law is where sponsors who skip the fine print discover the problem. Sponsors who structure a tokenized real estate offering and stop their compliance analysis at the federal level are only half done. Federal securities law — the Securities Act of 1933, the offering exemptions under […]
Transfer Restrictions and Secondary Trading: What Sponsors Must Know
A token that can move on a blockchain is not a token that can legally trade. The gap between those two things is where most secondary market problems begin. Liquidity is one of the most compelling promises in the tokenized real estate pitch. Traditional real estate syndication interests are illiquid, cumbersome to transfer, and often […]
Custody Requirements for Digital Asset Securities in Real Estate
Custody is the compliance issue that tokenized real estate sponsors consistently underestimate. The pitch for tokenization focuses on speed, accessibility, fractional ownership, and streamlined transfer mechanics. Custody — who holds the securities, who controls them, how they are accounted for, and what happens when something goes wrong — rarely makes it into the marketing materials. […]
Broker-Dealer and ATS Issues in Tokenized Real Estate Platforms
Here is a compliance problem that comes up constantly in the tokenized real estate space: a platform operator builds what they describe as a technology business — a marketplace, a portal, an investment platform, a digital infrastructure layer. They connect issuers with investors, present tokenized real estate offerings, process subscriptions, and in many cases advertise […]
Applying the Howey Test to Real Estate Tokens
Here is something every real estate sponsor considering tokenization needs to understand from the start: tokenization does not remove your offering from U.S. securities law. It changes how ownership interests are packaged, recorded, and transferred. It does not change whether what you are offering is a security. The legal test that determines whether a real […]
How the U.S. SEC Views Digital Asset Securities
Digital assets do not receive a special carveout from U.S. securities law simply because they use blockchain technology, carry a token label, or settle on a decentralized ledger. The U.S. Securities and Exchange Commission has consistently applied the existing federal securities framework to digital asset offerings, and that framework has now been substantially clarified and […]
Are Real Estate Tokens Securities?
Real estate tokens are routinely treated as securities under U.S. law because they are sold as fractional investment interests tied to property income, appreciation, or sponsor performance — not as consumptive digital products. That characterization has significant consequences. Under the Securities Act of 1933, every offer and sale of a security must be registered with […]
Selecting the Right Securities Exemption for Tokenized Real Estate Offerings
Tokenization has created new ways to package and distribute investment interests in real estate, private credit, and other alternative assets. What it has not done is create a new category of law. The decision to use blockchain infrastructure does not resolve the foundational question that every issuer faces before raising capital: which securities exemption governs […]