Deep divePhysical Assets (RWA)

Legal structures for tokenised real-world assets, and what holders own under each

A token is only as strong as the legal claim behind it. Most real-world asset tokens do not give holders the asset itself; they give shares in a company that owns it, units in a fund, a debt claim or a receipt for goods held by a custodian. This deep dive explains each structure, what holders can rely on if something fails and how it sets the token's rules; qualified counsel does the actual structuring.

Reviewed 8 min read

On this page
  1. The core question: what is the token a claim on?
  2. Terms that recur in RWA structuring
  3. Direct title, and why land registries usually rule it out
  4. SPV shares and interests: the usual pattern for property
  5. How an SPV structure connects holders to a property
  6. Fund units, notes and commodity receipts
  7. Laws that let the ledger hold the legal record
  8. Holder claim, insolvency position and rights by structure
  9. Token parameters the legal structure decides
  10. Questions and answers
  11. Sources

The core question: what is the token a claim on?

Tokenising a building, a bond or a bar of gold does not move the asset onto a ledger. It creates a digital record of a legal claim, and the claim is defined by contracts, company law and property law that live off-chain. Two tokens that look identical in a wallet can carry entirely different rights: one a vote in a company that owns a property, another a promise of repayment from an issuer that could fail.

That is why the legal structure comes before token design: it sets every rule the token enforces, from eligibility to what happens in an insolvency. Engineers can implement those rules faithfully; they cannot invent them.

Terms that recur in RWA structuring

Special purpose vehicle (SPV)
A company, partnership or trust created only to hold a specific asset, separating that asset's risks and rewards from the sponsor's other business.
Bankruptcy remoteness
Features such as restricted activities and independent directors that reduce the chance of an SPV being drawn into its sponsor's insolvency.
Transfer agent or registrar
The party that keeps the official record of who holds a fund's units or a company's securities and processes transfers and distributions.
Warehouse receipt
A document from a warehouse operator acknowledging that it holds specified goods, which in many legal systems can transfer the right to those goods.

Direct title, and why land registries usually rule it out

The simplest structure would make the token the title itself, but that is rarely possible. Land, and many registered assets such as vehicles and ships, belongs to whoever a state register names. Unless the law recognises the ledger entry as the conveyance, the person on the land registry remains the owner. For goods without a register, possession and contract govern ownership, which is why commodity and luxury-goods tokens rely on custody arrangements instead.

SPV shares and interests: the usual pattern for property

The most common real-estate structure puts the property in an SPV, usually a limited company or limited liability company, and tokenises the shares or membership interests. Holders own a slice of the company, not the building. Their rights come from the SPV's constitution and any shareholder agreement: dividends from rent, a share of sale proceeds and votes on reserved matters.

Governance needs care. Someone must run the property, decide on refinancing and sell at the end, which a dispersed group of token holders cannot do day to day. Structures therefore appoint a manager with defined powers and reserve major decisions for holder votes. Because SPV shares are nearly always securities, securities law decides who may buy and resell them.

How an SPV structure connects holders to a property

Token holders01Token register02SPV shares or interests03Manager and administrator04Property title05
  1. Token holders

    Eligible investors whose tokens represent SPV shares or interests.

  2. Token register

    The ledger record of holdings, reconciled with, or legally equal to, the SPV's register of members.

  3. SPV shares or interests

    The legal claim, defined by the SPV's articles and shareholder agreement.

  4. Manager and administrator

    Run the property, pay distributions and convene votes under delegated powers.

  5. Property title

    Held by the SPV and recorded in the land registry, which the token does not change.

Conceptual layers of a tokenised SPV structure. Real structures add lenders, trustees and service providers; this is not legal advice.

Fund units, notes and commodity receipts

Fund units. Tokenised money-market and private funds usually tokenise units in an existing fund, which keeps its manager, depositary or custodian and administrator. The key party is the transfer agent or registrar who keeps the register of unitholders: either the ledger is that register, where the law and fund documents allow, or the transfer agent's register is authoritative and the ledger mirrors it. The token cannot settle faster than the fund deals unless the fund documents change.

Notes and asset-backed debt. An issuer, often an SPV holding receivables or loans, issues notes and the tokens represent them. Holders are creditors owed interest and principal on the note's terms; they do not own the underlying assets. Protection comes from security held by a trustee for all noteholders and from the priority of payments. Coupons, record dates and redemption must all reach the token, as our tokenised bond lifecycle walkthrough shows.

Commodities and goods. These tokens usually represent a claim against a custodian, such as an allocated bar in a vault. Allocated goods are held for specific holders; unallocated holdings leave holders as unsecured creditors of the custodian. Independent attestations of what the custodian holds keep the token honest, as our page on oracles and off-chain data explains.

Holder claim, insolvency position and rights by structure

StructureWhat the holder ownsIf the issuer or custodian failsVoting and distributionsUsual regulatory trigger
SPV shares or interestsEquity in the asset-holding companyDepends on how bankruptcy-remote the SPV isVotes under the articles; dividends and sale proceedsSecurities offering and resale rules
Fund unitsUnits in a regulated or private fundFund assets sit with a depositary or custodian, apart from the managerRights under fund documents; distributions or accumulationFund and securities regulation
NotesA debt claim on the issuerCreditor ranking, backed by security held by a trusteeNoteholder meetings; coupons and principalSecurities and prospectus rules
Depositary receiptsEconomic rights in securities a depositary holdsDepends on the depositary keeping the underlying segregatedPassed through under the deposit agreementSecurities law
Warehouse receipts and vaultingA claim to specific or pooled goodsStrong if allocated and segregated; weak if unallocatedUsually none; storage fees may applyCustody, commodity or document-of-title law

A simplified orientation; the real position depends on the jurisdiction and the documents.

Questions and answers

Can retail investors hold tokenised real estate?

Sometimes, depending on the structure and the market. SPV shares and fund units are usually securities, so offering them to retail investors normally needs a prospectus or approved offering document, or must fit an exemption with its own limits. Many tokenised property offerings are therefore limited to professional or accredited investors. The token can enforce whichever eligibility rules apply, but it cannot decide them.

Who manages the SPV after tokenisation?

The same kinds of people who manage any property company: directors, an appointed asset or property manager and an administrator who keeps the books and pays distributions. Tokenisation changes how shareholdings are recorded and transferred, not the need for management. The documents should set out what the manager may decide alone, what needs a holder vote and how holders can replace the manager.

What happens to the tokens if the SPV is wound up?

The SPV's assets are sold, creditors are paid in the order the law and documents set, and anything left goes to shareholders. The token register identifies who receives that final distribution, after which the tokens are cancelled or burned. If the token register and the official shareholder record disagree, the legal record usually prevails, which is why the two must be reconciled throughout the structure's life.

Can an existing fund or company be tokenised without restructuring?

Often, if its documents allow units or shares to be recorded and transferred in ledger form. Typically the documents are amended, the transfer agent or registrar agrees to recognise the ledger and eligibility rules are mapped into the token. A new SPV is more usual when one asset is offered to a new group of investors.

Sources

  1. Regulation (EU) 2022/858 on a pilot regime for market infrastructures based on distributed ledger technology — EUR-Lex · checked 10 October 2026
  2. Gesetz über elektronische Wertpapiere (eWpG) — Federal Ministry of Justice (Germany) · checked 10 October 2026
  3. Electronic Trade Documents Act 2023 — legislation.gov.uk · checked 10 October 2026
  4. Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations), Articles 973d to 973i — Fedlex, Swiss Federal Chancellery · checked 10 October 2026

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