Choosing the Right Tokenized Equity Model

Gofaizen & Sherle can help a private company compare four candidate equity-tokenization structures considered in this analysis: a token that represents a direct share, a beneficial interest in shares held through another party, an interest in a special-purpose vehicle (SPV), or contractual economic rights linked to company equity. 

The correct choice cannot be made from the token standard or blockchain alone. It depends on what investors must legally own, which record proves that ownership, how transfers and company events such as votes and dividends will work, where the company and investors are located, and which regulated providers are required. The engagement should end with a written options paper and decision matrix before corporate documents or software development begin. The analysis must be confirmed under the issuer’s corporate law and the rules of every country where the interests will be offered or transferred.

What does a tokenized equity model actually decide?

A tokenized equity model decides the legal relationship behind the token. It answers five basic questions: who issues the legal interest, what the holder owns, which register or record controls, how a valid transfer occurs, and what claim the holder has if an intermediary or SPV fails.

The token’s name is not decisive. A token labelled “equity” may represent a share, an indirect entitlement, an SPV interest or only a claim linked to share value. These labels are not globally standardised legal categories.

“Tokenized beneficial ownership” does not itself establish legal rights. The equity tokenization structure must define them in its documents and records.

The controlling record depends on the issuer’s law.

United Kingdom

UK companies must keep a register of members. Under section 112(2) of the Companies Act 2006, a person other than an original subscriber becomes a member after agreeing to do so and having their name entered in the register.

Delaware

Delaware permits a stock ledger to use distributed electronic networks if it meets section 224; section 219(c) gives that ledger an evidentiary role for limited purposes including identifying who may examine the meeting list or vote. An on-chain shareholder register is not automatically controlling merely because it records token transfers.

How do the four tokenized equity models differ?

The models differ primarily in the holder’s enforceable rights and exposure to additional entities or counterparties.

When is a direct-share model suitable?

A direct-share model is suitable when investors are intended to become shareholders of the operating company and the issuer can connect token transfers to the legally effective share-transfer and register process.

In this direct form, tokenized company equity is share tokenization in the strict sense: the digital token is connected to an actual share rather than a separate claim referencing it.

The analysis should test whether the existing share class can be tokenized, whether new constitutional provisions or shareholder approvals are needed, and whether a wallet transfer can itself update the controlling record or only initiate an off-chain registration process. It must also cover transfer restrictions, lost keys, court orders, sanctions controls, error correction, death or insolvency of a holder, voting, dividends and other corporate actions.

Many direct token holders can complicate the cap table—the record of who owns the company—and shareholder administration. If the company needs a concentrated ownership list, another model may be more practical.

When does a beneficial-interest model make more sense?

A beneficial-interest model may suit a structure where an intermediary holds the shares and records investor entitlements. It can keep the registered cap table concentrated.

The adviser should establish who holds legal title, how shares are segregated, what the token holder can enforce, and how voting instructions, dividends, information rights and sale proceeds pass through the intermediary. The issuer’s register, the intermediary’s books and the blockchain must be reconciled.

If the intermediary fails, the outcome may depend on local property, custody and insolvency law, account structure and documentation. “Beneficial ownership” is not a shortcut for an unspecified right.

When should an SPV interest be considered?

An SPV-interest model may suit investors participating through a separate vehicle rather than directly in the operating company.

The SPV can consolidate the operating company’s cap table for tokenized private equity interests. Investors own an interest in the SPV, not automatically in the operating company, so their economics depend on the SPV’s underlying shares and its rules for distributions, voting, exits, expenses and conflicts.

The company needs jurisdiction-specific corporate, tax and accounting advice and must assess whether the SPV or its providers perform regulated activities or create additional failure risk.

When are contractual economic rights the better fit?

Contractual rights may provide economic exposure without shareholder status. The contract may reference dividends, value changes or sale proceeds, but creates no voting, information or ownership rights unless they are expressly and validly granted.

This flexibility has a different risk profile. The holder’s claim is against the party that owes payment under the contract, so payment mechanics, security, priority against other creditors, default remedies and insolvency exposure become decisive. The instrument may also fall within securities, derivatives or other financial-services rules even if it is not labelled a share.

Which questions eliminate unsuitable models?

The fastest way to narrow the options is to answer the following questions in order:

1. Must every token holder be a shareholder of the operating company, with direct voting and information rights?
2. Which law governs the issuer, and which record legally determines shareholder or interest-holder status?
3. Can the transfer process comply with the company’s articles, shareholder agreement, existing shareholders’ first right to buy (pre-emption rights), consent requirements and securities restrictions?
4. Should one nominee, custodian or SPV appear on the operating company’s cap table instead of all token holders?
5. Which investors will participate, in which countries, and under which offering or private-placement route?
6. Who will perform custody, register maintenance, investor onboarding, distribution, payment and corporate-action functions, and which permissions may they need?
7. What happens when a wallet is lost, a transfer is made in error, a holder becomes sanctioned, or a court orders a freeze or forced transfer?
8. What tax, accounting, consolidation and reporting consequences need confirmation by specialists in the relevant jurisdictions?

Without these facts, a recommendation is premature. Tokenized equity versus traditional equity must remain an open comparison: conventional shares may be better if tokenization adds providers and reconciliation without solving a specific problem.

What should a model-selection adviser deliver?

A useful engagement should produce decision-ready documents rather than a generic technology recommendation. The core deliverables normally include:

• a model-options paper describing the direct-share, beneficial-interest, SPV-interest and contractual-rights routes
• a decision matrix comparing enforceable rights, authoritative records, transfers, custody, investor eligibility, corporate actions and insolvency exposure
• a legal-entity and ownership-record map showing the issuer, holder of record, beneficial holders, intermediaries and controlling books
• a rights matrix covering voting, distributions, information, conversion, exit and liquidation rights
• a transfer and exception workflow, including approvals, reconciliation, freezes, corrections and lost-key events
• a map of which financial rules and permissions may apply to the issuer and each service provider;
• a list of tax and accounting questions requiring local specialist advice
• an implementation handoff identifying document amendments, provider requirements, system controls and unresolved conditions.

To prepare this analysis, the adviser will need the issuer’s jurisdiction and group structure, articles and shareholder agreement, current cap table, share-class rights, proposed investor countries and categories, fundraising objective, desired transfer model, expected platform and custody arrangements, and the intended role of the blockchain record.

How can Gofaizen & Sherle support the decision?

Gofaizen & Sherle’s published asset-tokenization scope covers project evaluation, legal structuring, token classification, documentation and post-launch compliance support. For a private-company project, a sensible first scope is model selection: compare the structures, identify jurisdictional and provider dependencies, and establish the legal design before drafting and development begin.

The result is not a universal recommendation. It is a documented choice based on the company’s share rights, investor markets, ownership records and operating plan, with assumptions and issues for local counsel clearly identified.

To scope a tokenized equity model-selection workshop, provide the company jurisdiction and structure, current cap table, share-class rights, investor countries, proposed platform and project stage.