Most tokenised products are issued from one of four structures: a standalone special purpose vehicle, a cell of a protected cell or segregated portfolio company, a sub-fund of an umbrella fund, or a trust. The choice determines who owns the asset, what the investor's claim actually is, whether one product's failure can reach another's assets, and how long the launch takes. It is a legal decision, made before any token exists.
Key Takeaways
- The four main structures for tokenised issuance are a standalone SPV, a PCC/SPC cell, a sub-fund of an umbrella fund, and a trust.
- Cell structures provide statutory segregation between products, separating the assets and liabilities of individual cells or portfolios.
- Bankruptcy remoteness helps protect against the insolvency of related parties, but it does not protect investors from a loss in the underlying asset's value.
- Jurisdiction selection depends on where the issuing vehicle sits, where the product will be sold, and who administers it. A token is a record of a claim. The structure determines what the claim is against, and that decision comes before any choice of token standard.
What are the four structures for tokenised issuance?
| Structure | What the investor holds | Segregation | Typical use | Time to launch |
|---|---|---|---|---|
| Standalone SPV | A security issued by a company whose only business is holding the asset | Whole company is the ringfence. One product per vehicle | Single large deal, bespoke terms, a counterparty who insists on their own vehicle | Longest. New incorporation, new bank account, new documents |
| Cell of a protected cell company (PCC) or segregated portfolio company (SPC) | A security issued by the company acting through a named cell, whose assets are segregated by statute | Statutory. Cell assets are not available to creditors of other cells | Repeat issuance, product ranges, platform issuance | Shortest. The company, its consents and its banking already exist |
| Sub-fund of an umbrella fund | Units or shares in a collective investment vehicle | Contractual and, in most fund regimes, statutory between sub-funds | Pooled strategies with multiple investors and a manager exercising discretion | Medium to long. Fund regime applies |
| Trust | A beneficial interest under a trust instrument, held by a trustee | The trust fund is held separately from the trustee's own assets | Certain asset classes, certain markets, and where a beneficial-interest analysis is preferred to a debt claim | Medium |
What does bankruptcy remoteness actually mean?
"Bankruptcy remote" is used loosely in tokenisation marketing and it has a precise meaning. It describes a vehicle constructed so that the insolvency of a related party, the sponsor, the manager, the platform or another product, does not put the investor's asset into that party's insolvent estate. In practice it is built from several features together, not one:
- A separate legal person or a statutory cell. The asset is not owned by the sponsor. This is the foundation and nothing else substitutes for it.
- Limited purpose and limited recourse. The vehicle's constitutional documents restrict it to the one transaction, and the notes or shares limit the holder's recourse to the assets of that vehicle or cell.
- Non-petition covenants. Creditors agree not to petition for the winding up of the vehicle, so one impatient creditor cannot collapse the structure.
- No cross-collateralisation. The assets of one product are not available to meet the liabilities of another. In a PCC or SPC this comes from statute, which is stronger than a contractual promise.
- Independent administration. The register, the accounts and the cash are maintained by a party other than the sponsor, so the record survives the sponsor.
Where a statutory cell regime applies, points 1 and 4 are provided by legislation rather than negotiated in documents. That is the substantive reason cell structures are used for repeat issuance, and it is why a cell is not simply a cheaper SPV.
A caution worth stating plainly, because the marketing rarely does. Bankruptcy remoteness protects against the insolvency of related parties. It does not protect against the failure of the underlying asset. If the collateral loses value, the investor bears that. No structure removes that risk.
Where does the token sit in the structure?
In every one of the four structures, the token is a representation of the claim rather than a separate thing the investor owns. There are two broad models and the distinction matters more than any technical choice.
Register title. The legal register of holders is the definitive record, maintained by the administrator or registrar, and the on-chain record is kept reconciled to it. If the two ever disagree, the register governs. This is the conservative model, it maps cleanly onto existing companies and securities legislation, and it is what most institutional counterparties, auditors and depositaries expect to see.
Ledger title. The distributed ledger is the register, under legislation that recognises it as such. Some jurisdictions provide for this. It is elegant, and it puts more weight on the resilience and governance of the ledger itself.
Neither is universally correct. The question to settle early is which record governs on a discrepancy, because that answer drives the administration model, the audit approach and the wording of the offering document.
Do transfer restrictions have to be in the token?
There is a widespread assumption that compliance must be enforced in the token code. It does not have to be, and often should not be.
Direct interests in a fund default to permissioned transfer, because the fund's own regime and its register require the vehicle to know its holders. Beyond that, structures can be permissioned, permissionless or hybrid, and the controls can sit in the token, in the register, in the transfer agent's process, or in a combination. What matters is that the restriction is effective and enforceable, not where it is coded. Putting an eligibility rule into a smart contract that then needs changing when a distribution market changes is a common and expensive mistake.
How do you choose the jurisdiction?
Jurisdiction choice is usually presented as a league table. It is better understood as three separate questions that happen to be answered in the same place.
Where does the vehicle sit? This governs the statutory segregation available, the corporate law, the insolvency analysis and the credibility of the structure with counterparties. Jersey, the BVI, the Cayman Islands, Guernsey, Luxembourg and Ireland all offer workable answers, and cell or segregated portfolio regimes are available in several.
Where are you selling? This is the question that is consistently underestimated, because the offering rules of the market you sell into apply regardless of where the vehicle sits. There are three routes and only three: sell within an exemption available in that market, register a prospectus there, or distribute through a party that is locally licensed to do it. Relying on an exemption is one of the three options, chosen market by market.
Who administers it? The presence of a credible administrator, banking that will actually open accounts for a digital asset structure, and an audit firm that will sign, is what turns a structure on paper into a product that operates. This is the constraint that quietly rules out several jurisdictions that look fine in a comparison table.
Do you need a licence to issue a tokenised product?
Sometimes, and the answer depends on what you are doing rather than on the presence of a token.
Issuing a security from your own vehicle is generally not, in itself, a licensable activity in the vehicle's jurisdiction, although it may need a consent, for example a Jersey token consent, which typically takes 2 to 4 weeks. Managing other people's money with discretion usually is. Administering the vehicle, maintaining its register and holding client assets usually are, which is why those functions are performed by licensed providers rather than by the sponsor. Marketing into a given market engages that market's rules whether or not you hold a licence anywhere else.
The practical structure of most launches is therefore a sponsor who is not licensed, sitting behind functions that are performed by parties who are. That is a normal, established arrangement in offshore structured issuance.
How is the Assetize platform structured?
Products on the Assetize platform are issued through cell structures rather than one vehicle per product, for the reasons set out above. Pre-established issuance structures in leading international finance centres are ready to use, with each product in its own cell or portfolio.
Assetize provides the issuance platform and the structuring. The register and administration sit with a regulated administrator. That division is deliberate. The party maintaining the register should not be the party promoting the product.
For a sponsor, the practical consequence is that the vehicle, its consents, its banking and its administration already exist. What remains is the product: your asset, your terms, your investors. That is why a straightforward product can launch in weeks: a note typically takes about 2 to 6 weeks from agreed economics to first settlement.
FAQs
What is an SPV in tokenisation and why do you need one?
A special purpose vehicle is a company formed for a single transaction, whose only business is to hold the asset and issue the security representing it. It exists so that the investor's claim is against a vehicle holding the asset, rather than against the sponsor's general business. Without a separate vehicle or a statutory cell, an investor's position is exposed to everything else the sponsor does.
Does the SPV need to be bankruptcy remote?
For any product sold to third parties, yes in substance. Bankruptcy remoteness is what makes the claim about the asset rather than about the sponsor. It is built from a separate legal person or statutory cell, limited purpose and limited recourse, non-petition covenants, no cross-collateralisation and independent administration. Note that it protects against the insolvency of related parties and not against the underlying asset losing value.
What is the difference between a protected cell company and an SPV?
A protected cell company is a single legal person divided into cells whose assets and liabilities are segregated from each other by statute. An SPV is a standalone company. A cell delivers segregation equivalent to a separate vehicle without a new incorporation, new banking and new consents for each product, which is why cell structures are used for repeat and platform issuance.
Can a protected cell company issue tokenised securities?
Yes. The company issues the security acting through the named cell, and the token represents that security. The structure is agnostic to whether the record of holders is maintained on a conventional register with the ledger reconciled to it, or on a ledger recognised as the register.
Which record governs, the blockchain or the register?
Whichever the offering documents say. Under a register-title model the legal register maintained by the administrator governs and the on-chain record is reconciled to it. Under a ledger-title model the ledger is the register under legislation providing for that. This should be settled before drafting, because it determines the administration and audit model.
Do tokenised interests have to be permissioned?
Direct interests in a fund default to permissioned transfer because the vehicle must know its holders. Other structures can be permissioned, permissionless or hybrid. The controls do not have to live in the token code, and there are good reasons to keep changeable eligibility rules out of a smart contract.
Which jurisdiction is best for a tokenised issuance?
There is no single answer, because three separate questions are involved: where the vehicle sits, which markets you intend to sell into, and whether credible administration, banking and audit are available. The third question rules out more jurisdictions in practice than the first two.
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.