Fund Tokenisation: Legal Structure and Launch

Turn fund interests into an implementation-ready tokenization model

Gofaizen & Sherle helps fund managers, sponsors, asset managers and investment platforms assess, structure and implement investment fund tokenization models.

G&S defines what the token represents, how investor rights are created and recorded, which legal and regulatory requirements apply, and how subscriptions, transfers, payments, redemptions and reporting should work.

The result is a practical route from an existing or proposed fund interest to a model that legal, compliance, administration and technology teams can implement.

Start with the fund interest, not the token

Tokenized funds use distributed ledger technology to issue or record fund interests. A tokenized fund interest may represent a unit, share, limited partnership interest, feeder interest or another legally defined entitlement. Recording it on DLT does not automatically change the instrument’s legal nature or replace the rules governing the fund.

European Union

MiFID II lists units in collective investment undertakings as financial instruments, while MiCA excludes crypto-assets that qualify as financial instruments from its scope. The exact classification and applicable fund, offering and distribution rules still depend on the structure and jurisdiction.
This framework can also apply to tokenized money market funds, subject to the relevant fund documents, distribution rules and jurisdiction-specific requirements.

United Kingdom

In the UK, the FCA’s April 2026 fund tokenisation policy statement added guidance for authorised fund managers that want to keep the unitholder register on DLT and introduced an optional Direct to Fund dealing model. These are UK-specific routes within the FCA’s existing rules.

United States

A January 2026 SEC staff statement on tokenized securities explains issuer-sponsored and third-party models and states that on-chain or off-chain recordkeeping does not change the application of federal securities laws. The SEC page also makes clear that the statement reflects staff views and is not a Commission rule.

Before selecting a platform, the project needs clear answers to these questions:

• What fund interest will the token represent?
• Which record will be legally authoritative?
• Who may subscribe, hold and transfer the interest?
• How will the token connect to fund administration and investor records?
• Which jurisdictions and regulated providers are involved?

Choose the fund tokenization model

The structure may use tokenized interests issued by the fund, a separate tokenized class, a feeder or parallel vehicle, or an arrangement in which a third party issues a distinct entitlement. These models do not give investors identical rights or risks.

The choice should follow the fund documents, ownership record, distribution plan and operating model. It should not be driven by the preferred blockchain. See Choosing the Right Fund Unit Tokenization Model for a detailed comparison.

Start with a Fund Tokenization Assessment

A Fund Tokenization Assessment provides a structured first step before extensive documentation or technology work begins.

Depending on the project, it can cover:

• the fund interest and token-holder rights
• the fund, issuer, feeder or SPV structure
• legal classification and regulatory perimeter
• target investors, markets and distribution restrictions
• the authoritative register and recordkeeping model
• subscriptions, redemptions, transfers, NAV and payment workflows
• platform, custody, onboarding and administration requirements
• an implementation roadmap with responsibilities and dependencies.

The assessment can stand alone. It does not commit the fund to a launch or to a particular platform.

Is fund tokenization right for your project?

Tokenization is useful when it solves a defined distribution, administration, settlement or investor-access problem.

Positive signs

• The fund interest and commercial objective are clear.
• The fund, issuer and target investors have been identified.
• Investor eligibility and transfer restrictions can be enforced.
• The ownership record can be connected to the token.
• The administrator and other providers can support the proposed lifecycle.

Warning signs

• The project depends on assumed secondary-market liquidity.
• Token-holder rights or the authoritative register are unclear.
• The fund documents do not support the proposed model.
• No party owns reconciliation and exception handling.
• A platform was selected before the legal and operating structure.

If these issues remain open, the project should begin with feasibility and structuring work, not smart contract development.

From assessment to launch

A fund tokenization project normally moves through four coordinated stages:

1. Define the interest. Confirm the fund unit or other entitlement, holder rights and business objective.
2. Set the structure and perimeter. Determine the fund, issuer or feeder model, relevant jurisdictions, investor route and regulated activities.
3. Prepare the implementation package. Align fund documents, offering materials, register rules, onboarding requirements and provider specifications.
4. Complete issuance readiness and handoff. Coordinate the legal and operational sign-offs needed for the fund, administrator, platform and appointed providers to issue and operate the tokenized interest.

Keep the register, dealing and fund operations aligned

The token should operate as part of the fund’s control environment. The model must identify who maintains the official record, when minting or burning occurs, how cash and units are reconciled, and how errors or restricted transfers are handled.

The operating design may need to cover investor onboarding, subscriptions, unit allocation, the fund’s required NAV process, distributions, redemptions, wallet changes, permitted transfers, reporting and record reconciliation. A claim of “continuous NAV” should be treated as a proposed operating capability, not an automatic feature of tokenization.

Explore Gofaizen & Sherle fund tokenization services

• End-to-End Fund Tokenization Services
• Feasibility Assessment and Business Case
• Legal Classification and Regulatory Perimeter
• Legal Structure, Investor Rights and Official Register
• Subscription Agreement and Fund Document Updates
• Investor Onboarding, Direct Dealing and Lifecycle Operations
• Implementation Blueprint and Target Operating Model
• Costs, Timeline, Deliverables and RFP Scope
• Independent Fund Blueprint and Vendor Scope Review
• Project Recovery and Remediation

What affects the scope, timeline and fees?

There is no universal implementation schedule or legal fee for fund tokenization. The scope depends on the fund type and domicile, whether the fund already exists, the investor and distribution model, required document changes, the register design, and the number of providers and jurisdictions involved.

Gofaizen & Sherle defines its proposed legal and regulatory scope after reviewing the project. Platform development, custody, fund administration and other third-party services are assessed separately where required.

Who Gofaizen & Sherle works with

Gofaizen & Sherle fund tokenization services are designed for fund managers, AIFMs, sponsors, asset managers, fund administrators, investment platforms, family offices and technology providers working with regulated investment structures.

G&S leads and coordinates the legal and regulatory work within the agreed mandate. Fund administration, custody, distribution, technology and other regulated or operational services remain with the appropriately appointed providers.

Assess your fund tokenization project

Share a short overview of the fund type and domicile, the interests you want to tokenize, target investors and markets, existing fund documents, selected providers and current project stage.

Gofaizen & Sherle will review the information and propose the appropriate scope for a Fund Tokenization Assessment.