Real Estate Tokenization

Gofaizen & Sherle supports property owners and real estate developers with real estate tokenization: assessing the project, structuring property-related rights and preparing for launch. The assessment identifies feasible structures, missing documents and required providers. Issuing a digital record alone does not establish enforceable investor rights.

Service Snapshot

Is This Right for Your Investment Project?

Suitable for assessment: owners, developers, asset managers and project sponsors with an identifiable asset, financing objective and target investors.

Further preparation needed: unclear title, lender restrictions or an incomplete property file.

Unsuitable expectations: treating issuance as a substitute for creating investor demand or resolving ownership disputes.

Which Ownership or Income Model Fits?

For tokenized property, choose the model according to what investors should receive. A special-purpose vehicle (SPV) is a company established for a specific project.

Company shares, fund interests and payment claims are different from direct property ownership. Each model requires a separate assessment of the rules governing its issuance and sale.

Which Capital Raising Plans Can Gofaizen & Sherle Assess?

• Income-producing commercial property: define how rent, operating expenses and financing affect distributable cash.
• Residential property: structure fractional ownership through documented interests and assess local ownership and tenancy restrictions.
• Development projects: align equity participation or debt financing with construction funding, repayment and completion risks.

What Will Gofaizen & Sherle Handle?

Gofaizen & Sherle real estate tokenization services combine project assessment, company structuring and preparation of corporate and investor documents. The agreed scope identifies deliverables, local advisers and responsibilities for launch readiness.

Platform Coordination and Smart Contracts

Gofaizen & Sherle helps select a tokenization platform suited to the agreed project structure and coordinates requirements with technical providers:

• Clarifies which investor rights and transfer restrictions the platform must support.
• Helps align smart contracts with investor onboarding checks and permitted transfers.
• Coordinates how providers will reconcile blockchain records with the register of investor holdings.
• Clarifies responsibilities for implementation and testing. Technical providers develop and test the systems. If the project requires services such as custody of investors’ assets or operating a trading platform, these are assigned to providers holding the licences or registrations required in the relevant jurisdiction. 

The client provides project information and approves key decisions.

What Determines Project Cost?

The proposal separates professional fees, external setup fees and ongoing costs. Main drivers include the number of jurisdictions, title complexity, instrument, offering route and integrations. The proposal should identify valuations, local opinions, government fees and platform charges separately.

What Are the Initial Requirements?

Prepare:

• Title documents, encumbrances, existing financing and relevant lender consents.
• Valuation report, leases and available property cash-flow information.
• Company ownership chart and ultimate beneficial owner details.
• Proposed investor rights, investor categories and target countries.

What Determines the Timeline?

Preparation depends on document readiness and decisions on structure. Provider onboarding and any authority review follow their own schedules. Some work can run in parallel once the model is settled. Launch depends on resolving the identified conditions, rather than reaching an assumed date.

Which Legal Rules Apply?

The applicable rules depend on the property’s location, the issuer’s jurisdiction, target investors and the rights attached to the token.

European Union

Tokens qualifying as financial instruments fall outside MiCA under Article 2(4)(a). Relevant MiFID II, offering and fund rules must be assessed. ESMA’s guidelines confirm that using blockchain does not change this classification.

United States

The SEC's March 2026 Interpretive Release (Nos. 33-11412 and 34-105020), now the primary US reference, distinguishes securities tokenized by issuers from those tokenized by third parties; the earlier January 2026 staff statement, which reflected staff views only, explains how these models differ in investor rights and ownership records.

In each jurisdiction, property and corporate law determine what digital ownership represents and which register establishes those rights. The assessment also covers how transfers take effect, issuer obligations, offering restrictions and permissions required by service providers.

What Is the Current Regulatory Status?

The following examples illustrate regulatory approaches in the European Union, the United States and Dubai (UAE):

European Union

Existing financial-instrument rules remain relevant to qualifying instruments.

United States

The SEC’s March 2026 interpretation confirms that tokenized securities remain securities regardless of their digital format. Investor rights depend on the structure and may differ from those attached to the underlying asset.

Dubai (UAE)

Dubai Land Department (DLD) describes a registration-linked tokenization initiative. Its project conditions must not be treated as general permission throughout the UAE.

Which Local Conditions Matter?

Local rules determine how ownership is recorded and how investments can be issued or transferred. These examples show what needs checking in each location. 

What Ongoing Compliance Is Needed?

After launch, the project needs ongoing checks, record updates and reporting. Responsibilities depend on the agreed structure:

• Issuer or administrator
  Keeps investor records up to date, prepares required reports and manages investor votes and other corporate actions.
• Provider handling investor checks
  Verifies investor identities and eligibility, and performs applicable anti-money laundering checks.
• Property manager and paying agent
  Record rental income and distribute payments to investors under the investment terms.
• Project management team
  Oversees providers, checks that platform records match the investor register and arranges audits where required.

How Are Banking and Payments Arranged?

Map fiat subscriptions, rental income and investor payments before approaching providers. Select a bank account for the required cash flows and assess whether an electronic money institution (EMI) or payment service provider (PSP) is also needed. Gofaizen & Sherle banking support can include application preparation and funds-flow explanations. Each provider independently assesses the structure, source of funds and requested services.

What Tax Treatment Needs Assessment?

Check property transfer taxes on restructuring, SPV taxation, rental income, gains on disposal and withholding on distributions. The assessment must consider the asset’s location, entity residence and investors’ tax positions before comparing net returns. No single tax outcome follows from using a blockchain.

How Do Alternatives Compare on Liquidity and Administration?

Investors can own property directly or hold shares in a company that owns it. The table compares what they receive, how they can sell and what needs managing.

Tokenization changes how investments are recorded and transferred. It does not guarantee a buyer or a faster sale.