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:

1. The legal instrument: the share, beneficial interest, SPV interest or contractual right that gives the holder enforceable rights.
2. The authoritative ownership record: the register or ledger that applicable company or securities law recognises as evidence of ownership.
3. 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. In Interpretive Release Nos. 33-11412 and 34-105020 (issued 17 March 2026, effective 23 March 2026), the US Securities and Exchange Commission stated that a security is a security regardless of whether it is issued or represented offchain or onchain. This Commission-level interpretation is now the primary US reference; the January 2026 staff statement on tokenized securities reflected staff views only. 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:

1. 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?
2. 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?
3. 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.

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.

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 issues
• 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:

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

How Does Tokenized Equity Differ From Traditional Share Issuance?

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.

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.