There are two ways to put fund interests on-chain. Direct tokenisation issues the fund's own interests as tokens: the token holder is the investor of record in the fund itself. The SPV layer interposes a vehicle that holds the fund interest and issues its own tokens: the token holder owns the SPV, and the SPV owns the fund. Direct is cleaner; the SPV layer is more flexible, particularly on transfer models. The right choice follows the investors you want and the liquidity you intend the token to have.
This is the first structural fork in any tokenised fund project, and it is worth deciding deliberately, because it drives legal form, operations and what the token can do in the market.
How each model works
Direct tokenisation. The fund's register and the token ledger describe the same thing: units, shares or LP interests, held by whitelisted wallets. There is one legal entity, one set of documents, and direct economic and legal alignment between the token holder and the fund. Because these are direct fund interests, the tokens are typically permissioned: eligibility and transfer controls mirror the fund's own restrictions.
SPV layer. A special purpose vehicle subscribes to the fund as a single investor of record. The SPV then issues tokens representing its own interests. The fund sees one clean entry on its register; the token activity happens one level up, in the SPV. The SPV's own documents define what token holders receive and how tokens move.
What actually differs
| Feature | Direct tokenisation | SPV layer |
|---|---|---|
| Entities | One (the fund) | Two (fund + SPV) |
| Token represents | Fund interests directly | Interests in the SPV holding the fund interest |
| Transfer model | Typically permissioned | Permissioned, permissionless or hybrid |
| Fund documents | Amended to contemplate tokenised interests | Usually untouched |
| Register | Fund register is the token ledger, reconciled by the administrator | Fund register unchanged; SPV maintains the token ledger |
| Alignment | Direct legal and economic claim on the fund | Claim on the SPV; fund exposure passed through |
| Extra cost | Token engineering + legal opinion on the fund | Plus SPV formation and administration |
The transfer-model point, precisely
Direct fund interests are typically issued as permissioned tokens, with eligibility enforced through wallet whitelisting. That is appropriate: the fund's own regulatory position usually requires knowing its investors.
The SPV layer changes the analysis. The token is an interest in the SPV, not a direct fund interest, so its transfer model becomes a design choice: permissioned, permissionless or hybrid. Controls can be enforced in the token code, at the registry layer, or contractually through the SPV's offering documents, and the choice follows the offer route (exempt, registered prospectus in the distribution market, or locally regulated distribution partners) and the liquidity the product actually wants. This flexibility is the main reason the SPV layer exists.
When direct tokenisation wins
Choose direct when the investor base is professional and known, when the mandate values a direct claim on the fund, and when the operational goal is a cleaner register rather than broader circulation. It suits funds modernising their own machinery: faster settlement of subscriptions and transfers, a self-reconciling register, programmable distributions, with the governance and documents investors already diligenced. It is also the more elegant answer for new funds designed on-chain from day one, where the documents can contemplate tokenised interests natively rather than by amendment.
When the SPV layer wins
Choose the SPV layer when the fund's documents should not or cannot be reopened (tokenising access to an existing fund without touching it), when the product needs a transfer model direct fund interests cannot offer, or when the token needs to aggregate: one SPV can hold interests in a fund and offer them in smaller, more transferable denominations, or package a fund position alongside other exposures. It is also the pragmatic route when the underlying fund's manager is a third party: their fund stays exactly as it is, and the tokenisation happens entirely within your structure.
The operational fine print
Whichever model you choose, three things remain constant. The register must reconcile between chain and administrator, with the administrator accountable for it. The offer of the tokens needs its own securities analysis and route to market, separate from the fund's. And the SPV, where used, needs real administration: it is a vehicle with investors and needs administering as one. Both models run on Assetize's platform, and both are covered in the wider context of our tokenised fund launch guide.
FAQ
What is direct tokenization of fund interests?
Issuing the fund's own units, shares or LP interests as tokens, so the token holder is directly the investor of record in the fund, typically through permissioned tokens.
What is an SPV layer in tokenization?
A special purpose vehicle that holds the fund interest and issues its own tokens. Token holders own interests in the SPV; the SPV is the fund's investor of record.
Why use an SPV layer instead of tokenizing directly?
To leave the fund's documents untouched, to enable transfer models beyond permissioned (permissionless or hybrid), to re-denominate or aggregate exposures, or to tokenise access to a third-party fund.
Are SPV-layer tokens freely transferable?
They can be, where the legal analysis supports it. Interests other than direct fund interests can be permissioned, permissionless or hybrid, with controls in the token code, at the registry, or in the offering documents.
Does the SPV layer weaken the investor's claim?
It changes it: the claim is on the SPV, which holds the fund interest, rather than on the fund directly. Proper structuring and administration keep the pass-through clean; diligence should confirm both.
Which model is cheaper?
Direct avoids a second vehicle, so it is usually cheaper where the fund documents can accommodate tokenised interests. The SPV layer adds formation and administration but avoids reopening the fund.
This article is provided for general information and educational purposes only and does not constitute legal, regulatory, tax or investment advice, nor an offer, solicitation or recommendation to acquire any securities, tokens or investment products. References to third-party products and programmes are drawn from public sources and are illustrative only. Any tokenised products referenced are issued only pursuant to definitive legal documentation by the relevant issuing entities. Obtain independent professional advice before undertaking any tokenisation or investment activity.