RWA Tokenization

Service Snapshot

Project Parameter	What It Determines
Proposed tokenized assets	Rights, documentation and safeguarding needs
Project stage	Whether work starts with feasibility or an existing structure
Target jurisdictions	Applicable offering and service-provider rules
Intended investors	Eligibility checks and distribution restrictions

Who Is This For, and Which Investors Can Participate?

• Asset owners: you can document title and want to assess a financing or participation structure.
• Fund managers: you have an investment strategy and need to evaluate participant records, subscriptions and redemptions.
• Issuers: you have a defined product and need to align its terms with the intended distribution model.

Investor eligibility must be assessed separately. A project intended for retail buyers may require a different offering route from one restricted to professional investors.

Choose the Ownership Structure

The first decision is what the holder receives and who owes the corresponding obligation.

Model	Holder’s Interest	Issuer or Obligor
Direct issuance	The issuer’s share or debt instrument	Operating company or borrower
Special purpose vehicle (SPV)	Shares in, or a claim against, a vehicle holding the underlying property	SPV
Fund interests	Participation under the fund’s governing terms	Relevant fund structure

An SPV interest is not automatically direct title to its property. Arranging investments, custody and trading are separate activities requiring their own regulatory assessment.

Physical Assets and Financial Assets

Real-world assets include physical property, such as buildings and commodities, as well as financial rights, such as loan claims and fund interests.

• Real estate. Examine title, encumbrances and the proposed ownership vehicle.
• Commodities. Establish identification, physical custody and delivery or redemption arrangements.
• Private credit and receivables. Review repayment rights and security. Trade finance and receivables require assessment of the underlying claims and their transferability.
• Fund interests. Check participation, valuation and redemption terms.

Each category needs a different evidence package. An ownership document cannot substitute for a loan agreement or fund constitution.

Project Cost and Scope

The budget depends on the structure and work required. Separate professional service fees from third-party costs, including corporate administration, valuation, custody, technology and any applicable regulatory charges.

The assessment should establish deliverables, exclusions and recurring work before implementation begins. Adding another investor jurisdiction or changing the instrument can require a revised scope.

Project Requirements

Prepare the information relevant to your proposal:

• Evidence of ownership, liens and transfer restrictions.
• Asset value and supporting valuation evidence.
• Company documents, group structure and beneficial owners.
• Proposed investor categories, target markets and fundraising terms.
• Expected source of funds, payment flows and existing providers.

The final checklist depends on the property, instrument and jurisdictions involved.

Project Timeline

The project timeline depends on client readiness, legal complexity and provider onboarding. Planning starts once the initial information is sufficient to define the work.

Some tasks can run concurrently. Missing title evidence, unresolved classification, provider acceptance or required approvals can delay launch even when technical development is complete.

Regulatory Framework

The applicable rules depend on what investors receive—for example, shares, repayment rights or fund interests—and where the offering takes place. Issuing a token does not replace the legal requirements for the investment it represents.

Jurisdiction	How the Investment Is Treated	What to Check Before Launch
European Union	Tokens qualifying as financial instruments under MiFID II fall outside MiCA. Other tokens need a separate assessment.	Identify the investor’s rights, applicable disclosure requirements and whether investment services require authorisation. See the ESMA classification guidelines.
United States	A security remains subject to securities law when tokenized. A token issued by a third party may give different rights from the underlying investment.	Establish who owes the investor an obligation. Offers and sales must be registered with the SEC or qualify for an exemption. See the SEC staff statement.*
United Kingdom	Tokens representing investments such as shares or debt can fall within the existing financial-services framework.	Check whether arranging, selling or safeguarding the investment requires FCA authorisation. See the FCA’s explanation of security tokens.
Switzerland	FINMA (the Swiss Financial Market Supervisory Authority) generally treats investment-type asset tokens, such as those representing equity or debt rights, as securities.	Check the offering-document requirements and whether the planned services require authorisation. See FINMA’s token classification and authorisation guidance.

*The SEC statement explains staff views. It is not a Commission rule and has no legal force.

Ongoing Compliance and Reporting

The operating plan should allocate responsibilities according to the applicable regime:

• Issuer or fund manager: disclosures, investor records, distributions and required reporting.
• Custody and administration providers: safekeeping, reconciliation and servicing within their mandates.
• Responsible operator: eligibility checks, transfer controls and applicable AML/CFT compliance.

Any continuing Gofaizen & Sherle support needs an agreed scope.

Banking, Settlement and Custody

The project needs arrangements for receiving investor payments, safeguarding the underlying assets and controlling access to tokens.

Project Need	What to Arrange
Receive investments and pay investors	A bank, electronic money institution (EMI) or payment service provider (PSP) that accepts the project’s business model, currencies and payment flows.
Protect the underlying assets	Appropriate storage or custody for physical goods and securities. For real estate, clear records of legal ownership.
Manage access to tokens	Define who controls the private keys, how access can be recovered and how token balances are checked against the official ownership records.

Opening a payment account covers only the money flows. Asset custody and token access need separate arrangements. Each provider must confirm that it can support the proposed project.

Taxation

Review taxation before fixing the structure: issuer and investor residence, asset location, income type, transfers and withholding on distributions can all matter.

For example, HMRC bases token tax treatment on nature and use, rather than the label. A UK conclusion cannot be applied automatically elsewhere.

Market Access: Compare Record-Keeping Methods 

The table compares conventional and blockchain-based records. A project can also combine both methods.

Record-Keeping Method	How It Works	Costs to Consider
Conventional records	An administrator records holdings and processes transfers.	Register maintenance and administration.
Blockchain records	A shared digital register records holdings and can automate transfer checks.	Technology setup, integration and ongoing support.

Traditional securitization creates securities backed by assets or cash flows. It can use either recording method.

Neither option guarantees liquidity. Investors still need eligible buyers or agreed redemption arrangements. Trading technology alone does not create demand.