Last Update: 27.08.2026

Asset Tokenization Services

Private Equity Tokenization Services for Companies

Gofaizen & Sherle can assess whether a private company’s equity is suitable for tokenization, recommend a legal and operating model, coordinate the legal work and support the project through implementation. The first task is not choosing a blockchain. It is defining what the token holder will legally own, which record will prove ownership, where the issuer and investors are located, and who may issue, distribute, hold and transfer the instrument.

Depending on the project, the engagement may cover feasibility, model selection, corporate and securities analysis, issuance documents, provider selection, investor onboarding controls and post-launch governance. Regulated or specialist functions—such as custody, brokerage, transfer agency, local legal opinions or platform operation—may need qualified third parties. The next step is a scoped assessment; the proposal checklist below shows what to provide.

What Does Private Equity Tokenization Mean for a Company?

Private equity tokenization means using a digital token to represent legally defined rights connected to equity in a privately held company. This form of share tokenization may represent the share itself, a beneficial interest in shares held by another person, an interest in a special-purpose vehicle (SPV), or a separate contractual right linked to the company’s value or distributions.

On this page, “private equity” means equity in a private company. It does not mean interests in a private-equity investment fund, which require a separate fund-structuring analysis.

Three layers must be kept aligned:

The legal instrument: the share, beneficial interest, SPV interest or contractual right that gives the holder enforceable rights.
The authoritative ownership record: the register or ledger that applicable company or securities law recognises as evidence of ownership.
The technical token: the on-chain record used to issue, hold, transfer or administer the instrument.

The token does not create shareholder rights merely because it exists on a blockchain. The company’s documents and applicable law must give it legal effect. Staff of the US Securities and Exchange Commission stated in January 2026 that a tokenized format or on-chain record does not remove federal securities-law requirements. That statement reflects staff views. It is not a rule, regulation, guidance or statement of the Commission, has no legal force or effect, and creates no new obligations.

Can Your Company’s Equity Be Tokenized?

It may be possible, but feasibility is transaction-specific. The assessment should test the legal, commercial, operational and technical model before a platform is appointed.

The assessment groups the main questions into three tests:

Company authority and existing rights. Can the company issue or convert the share class? Do its articles, bylaws, shareholders’ agreement, financing documents or pre-emption rights—which may give existing shareholders priority when new shares are issued—restrict issuance or transfers?
Investors and securities rules. Where will the tokenized company equity be offered, who may invest, and is the instrument a share, another security or financial instrument, a fund interest, a derivative, or a separate contractual claim?
Records and providers. Which record will legally prove ownership, and are suitable onboarding, custody, payment, registrar, platform and compliance providers available?

The result should state whether the project can proceed subject to conditions, needs redesign, or should not proceed in the proposed form.

Tokenization is an operating model, not evidence of investor demand, liquidity, a higher valuation or lower costs.

Which Legal and Operating Model Should You Choose?

The model should follow the rights the company intends to grant—not the token standard preferred by a technology provider. The labels used for tokenized private equity interests are practical descriptions, not globally standardised legal categories.

Model	What the holder may own	Which record may control	Main design question
Direct tokenized share	A share issued by the company	The company’s legally recognised shareholder or stock ledger, which may be on-chain or linked to on-chain records where permitted	Can a token transfer produce a legally effective share transfer?
Beneficial interest	An indirect interest in shares held by a nominee—a person or company holding shares for another person—or by a custodian	The intermediary’s entitlement record plus the company’s shareholder record	What rights can the token holder enforce against the intermediary and the company?
Tokenized SPV interest	Equity or another interest in an SPV that holds the relevant company shares or rights	The SPV’s ownership record and the underlying company’s register	What additional governance, insolvency and reporting risks does the SPV create?
Contractual economic right	A contractual claim linked to value, proceeds or distributions	The contract and the issuer’s holder record	Does the holder receive company equity rights, or only a claim against the contract issuer?

The detailed model comparison should cover voting, information and distribution rights; transfer rules; investor eligibility; custody; insolvency exposure; tax and accounting; and procedures for lost keys, errors or forced transfers. Tax and accounting conclusions require advice for the selected jurisdictions and entity structure.

What Should Private Equity Tokenization Services Include?

A credible service covers feasibility, launch and ongoing governance with clear responsibilities. The chosen equity token issuance structure must be reflected consistently in the legal documents, ownership records and platform rules.

Stage	Core work	Typical deliverable
1. Feasibility	Review the company, cap table (the list of shareholders and their holdings), rights, target investors, jurisdictions and commercial objective	Feasibility memorandum, list of legal and operational issues, and proceed/redesign/stop conclusion
2. Model selection	Compare direct shares, beneficial interests, SPV interests and contractual rights	Model comparison and decision table
3. Legal structuring	Define the issuer, instrument, authoritative record, issuance route, transfer rules and regulated activities	Legal structure memorandum and map of applicable rules and regulated activities
4. Documentation	Align corporate approvals, constitutional documents, offering materials, subscription terms, token terms and investor disclosures	Jurisdiction-specific document list and drafting package
5. Provider selection	Define requirements for the platform, registrar or transfer agent, onboarding provider, custodian, payment partner and local counsel	Provider brief, responsibility map and selection criteria
6. Implementation	Translate legal rules into onboarding, issuance, transfer, suspension, correction and company actions such as voting and distributions	List of legal and technical requirements, legal review of the proposed setup, and launch-readiness checklist
7. Ongoing governance	Maintain ownership records, eligibility controls, reporting, distributions, voting and incident procedures	Operating manual, compliance calendar and procedure for approving later changes

Gofaizen & Sherle’s asset-tokenization practice covers analysis, structuring, documentation and post-issuance support. The proposal must confirm the exact company-equity scope. See Gofaizen & Sherle’s asset tokenization services.

What Should the Assessment Phase Deliver?

The assessment should produce decision documents. Deliverables may include:

a summary of the transaction and assumptions
a list of corporate-law and securities-law issuмes
a comparison of viable token models
an ownership-record and transfer-flow diagram
a map of third-party roles and any licensing dependencies
a legal, operational and technology risk list
a list of required approvals and documents
a phased roadmap showing the information needed to estimate budget and timing.

What Should the Implementation Phase Deliver?

Implementation support should turn the structure into tested operating rules. The documents, platform controls and procedures must agree on who may subscribe, when ownership changes, how transfers and errors are handled, what happens if a wallet is lost, and how voting or distributions work.

A legal adviser can review whether the software reflects the agreed rules, but cannot verify that the code is secure. Smart-contract audits and cybersecurity testing require qualified technical providers.

Can the Blockchain Be the Shareholder Register?

Sometimes, but not automatically. An on-chain shareholder register for tokenized equity is authoritative only if the law governing the company and the selected structure give it that role.

Delaware

Delaware law permits corporate records, including the stock ledger, to be kept through electronic networks or databases, including distributed electronic networks, if the statutory recordkeeping functions can be performed. Delaware law also defines the stock ledger as the record of stockholders, addresses, holdings, issuances and transfers.

United Kingdom

For a UK company, however, the Companies Act requires a register of members containing prescribed information. The project must establish how any on-chain record interacts with that statutory register rather than assume that a wallet list replaces it.

In practice, a project may use one of three record designs:

On-chain authoritative record: the blockchain forms part of the legally recognised ownership record.
Off-chain authoritative record with on-chain instructions: a token transfer triggers or requests an update to the controlling off-chain register.
Mirrored records: on-chain and off-chain records are reconciled, with documents stating which one controls if they differ.

The design must cover transfer restrictions, the point at which a transfer becomes final, duplicate or failed transactions, corrections, court or regulator orders, lost keys, inheritance, transactions blocked for sanctions reasons and forced transfers. Without these rules, the project may create two competing versions of ownership.

Who is Responsible for Each Part of Implementation?

One adviser will not necessarily perform every legal, regulated and technical role. A project responsibility matrix may look like this:

Party	Primary responsibility	Important boundary
Gofaizen & Sherle as coordinating adviser	Feasibility, model design, identifying cross-border legal issues, coordinating the legal work, provider requirements and implementation support	Scope depends on the engagement and selected jurisdictions
Issuer, board and shareholders	Business decisions, approvals, complete information, risk acceptance and ongoing governance	The adviser cannot make corporate decisions for the issuer
Local corporate or securities counsel	Local-law opinions, filings, offering rules and enforceability where required	One jurisdiction’s analysis cannot be reused for another
Registrar or transfer agent	Maintain or update the legally relevant ownership record and process transfers	Role and licensing depend on the jurisdiction and instrument
Tokenization platform or technology provider	Token issuance, access and transfer controls, integrations and system operation	Technical capability does not establish legal validity
Custodian or wallet provider	How assets and cryptographic keys will be held, controlled and recovered	Custody may be regulated and must match the investor model
Onboarding or distribution provider	Identity checks, eligibility controls and permitted distribution activities	Completing identity checks alone does not prove that an investor is legally eligible to buy the instrument

Agree this split before drafting so no critical task is duplicated or left without an owner.

The main difference between tokenized equity and a traditional share issuance is the recordkeeping and operating layer. Tokenization does not remove the legal work required to issue or transfer company equity.

Question	Traditional share issuance	Tokenized equity issuance
What creates the rights?	Corporate law, constitutional documents and issuance agreements	The same legal foundations, plus token terms and system rules
How is ownership evidenced?	Company register, stock ledger, registrar or intermediary records	An on-chain record, an off-chain record or both, depending on the model
How are transfers controlled?	Manual or registrar-based checks and updates	Rules may be partly automated, but legal and eligibility checks still apply
What does the holder keep?	Certificates, statements or account records	A token or wallet position, often linked to identified off-chain records
Can voting and distributions be automated?	Usually processed through company, registrar and payment workflows	Some steps may be automated if documents, data and payment systems support it
Does it create wider investor access?	Access depends on how and where the shares may legally be offered and sold	Access still follows securities rules, investor eligibility and platform reach
What new risks appear?	Record errors, delayed processing and intermediary failures	Smart-contract defects, key loss, record mismatch, network dependency and provider failure

In the EU, tokenized shares should not be assumed to fall under MiCA. MiCA excludes crypto-assets that qualify as financial instruments, and ESMA’s guidance applies a technology-neutral, case-by-case classification based on the instrument’s rights and obligations.

What Information is Needed for a Tokenization Proposal?

A useful proposal needs enough information to identify the legal work, third-party roles and implementation dependencies. Prepare:

the company’s jurisdiction, group chart and constitutional documents
the current cap table and any nominee, option, warrant or convertible arrangements
the share class and rights to be tokenized
existing shareholders’ agreements and transfer restrictions
the purpose of the project, such as a new issuance, conversion of existing shares, employee or investor administration, or preparation for controlled secondary transfers
target investor countries and investor categories
the proposed offering, marketing and distribution method
the preferred token model, network and platform, if already selected
the expected custody or wallet arrangement
payment, dividend or distribution flows
the current project stage, internal decision-makers and available documents.

Fees and timing first depend on the number of jurisdictions, investor type, offering method and need for local counsel. Other drivers include the instrument’s complexity, the condition of the company records and cap table, the number of providers, licensing dependencies, documents, integrations and technical readiness. A fixed estimate before these facts are known is unlikely to be reliable.

Request a Private Equity Tokenization Assessment

Gofaizen & Sherle can review the proposed transaction, identify viable legal and operating models, define the legal, regulatory and technical tasks, and prepare a scoped implementation proposal. For the first assessment, provide the issuer jurisdiction, share class, current cap table, investor countries, proposed token model and project stage.

Frequently Asked Questions

Are tokenized company shares still securities?

A company share does not stop being a security or financial instrument simply because it is represented by a token. The exact rules depend on the issuer, offering countries, investor type and structure.

Can an existing share class be tokenized?

Potentially. The company must check its constitutional documents, shareholder agreements, cap table, approvals, applicable recordkeeping rules and the rights attached to the class. Conversion mechanics and the treatment of existing holders must also be defined.

Does tokenization make private shares liquid?

No. Liquidity requires eligible buyers, lawful transfer routes, suitable market infrastructure, custody, settlement and commercial demand. Tokenization can support transfers, but it does not create a market.

Does every shareholder need a personal crypto wallet?

Not necessarily. Holdings may use self-custody, a qualified custodian, a pooled account operated by a custodian (an omnibus account), or another controlled model. The choice affects identity checks, key recovery, transfer processing and the evidence each holder receives.