Tokenize the asset with the regulator in the room.
Real-world asset tokenization puts a security, a property interest, or a fund unit on a register the contract enforces. neoRWA™ issues on ERC-3643, where the contract refuses any transfer to a holder who is not whitelisted, with identity-bound transfers, an investor registry synchronised with your transfer agent, atomic delivery-versus-payment, and regulator-ordered recovery.
Compliance contract · ERC-3643
5,000 NEOFUNDtransfer to
0x4b81…02cd · Verified investor
evaluating transfer…
ERC-3643
Permissioned transfer standard
100%
Holders verified on-chain
T+0
Atomic delivery-versus-payment
3
Transfer-agent integrations
Four instruments, and the regime that governs each
Tokenization changes how an instrument settles and who can hold it. It does not change what the instrument is. Each of the following is a security in most jurisdictions.
Gaming revenue share
A defined share of GGR from a named brand or venue, distributed on a fixed cycle. Treated as a security from the start.
Venue & property equity
Fractional interests in a casino property, resort, or development, with the underlying valued and audited independently of the issuer.
Fund units
Units in a gaming, real-estate, or credit fund, issued to a whitelisted register with distributions and redemptions handled on-chain.
Receivables
Contracted future cash flows (licensing fees, revenue-share agreements, settlement receivables) packaged for institutional buyers.
Compliance the contract enforces
With a conventional token, any holder can transfer to any address and your restrictions live in a PDF. ERC-3643 moves them into the transfer path: every transfer is checked against the holder's identity claims and the issuer's rules before it executes.
| Control | How it works | What it prevents | Why it matters |
|---|---|---|---|
| Identity binding | Wallet must hold a valid ONCHAINID | Transfer reverts without one | No off-chain allowlist to fall out of sync |
| Jurisdiction rules | Country claims checked per transfer | Blocks unpermitted destinations | Rules updated centrally, applied everywhere |
| Lock-ups | Per-holder release schedules | Enforced by the contract | No manual tracking of restricted periods |
| Holder caps | Maximum holders per jurisdiction | Prevents breaching an exemption | Enforced before the transfer |
| Forced transfer | Issuer can recover on court order | Required by most regimes | Every use written to the audit trail |
From structuring to wind-down, on one register
The expensive failures in tokenized issuance are a cap table that diverged from the token, a distribution paid to a stale holder list, and a restricted period nobody tracked. One register, kept in step from allocation to wind-down, removes all three.
Stage 1
Structuring & classification
Counsel determines the instrument and the regime before any engineering starts. We do not begin a build on the assumption that a structure will turn out to be exempt.
Stage 2
Investor onboarding
KYC, KYB, and accreditation checks issue an on-chain identity per investor. The identity carries claims: country, accreditation status, and expiry.
Stage 3
Issuance
Tokens are minted to the whitelisted register, with the cap table synchronised to the transfer agent from the first allocation.
Stage 4
Distributions & corporate actions
Income distributions, redemptions, splits, and consent votes execute against the register on-chain, so the holder list used to pay is the holder list of record.
Stage 5
Secondary transfers
Where permitted, transfers execute atomically against payment and are checked by the compliance contract at the moment of transfer. Where not permitted, they cannot happen.
Stage 6
Reporting & wind-down
Holder reporting, regulator reporting, and eventual redemption or maturity run from the same register, with the full history retained and independently verifiable.
The parts licensed partners do
An institutional buyer asks who holds the asset, who says what it is worth, and who checks. Those are licensed roles, and we integrate with the firms that hold them.
- Qualified custodian holds the underlying, never the technology vendor
- Independent valuation and audit on a stated cadence, published to holders
- Transfer-agent integration keeps the legal register and the token in step
Third-party roles in a typical issuance
Which regime applies, and where MiCA stops
MiCA excludes instruments that qualify as financial instruments, so tokenized securities fall under MiFID II and the Prospectus Regulation in the EU, and under securities law in the US. The table below is the starting map; counsel confirms it per structure.
Applicable regimes by market
Identity, transfers and distributions over one API
The pre-check endpoint asks whether a transfer would succeed before submitting it, and returns the failing rule by name.
{ "investor_ref": "inv_2C91AF", "wallet": "0x4b81...02cd", "claims": { "country": "DE", "accreditation": "professional", "expires_at": "2027-08-22" }}// 201 Created{ "onchain_id": "0x71ac...93fe", "status": "active" }Pre-check before submit
Ask the contract whether a transfer is permitted and get the failing rule by name.
Identity claims expire
Accreditation and country claims carry expiry. A lapsed investor stops being able to receive, automatically.
Distributions are idempotent
A retried distribution never pays a holder twice, whatever your network did mid-run.
Forced transfer is logged
Recovery on a court order is supported and every use is written to the audit trail with its authority.
The RWA work we turn down
These are the engagements we decline, because saying yes to them damages the client and everyone who answers for it afterwards.
We do not structure to avoid a regime
If an instrument is a security, we comply with the regime that governs it. We decline offshore structures whose purpose is to avoid the question.
No public token sales or retail solicitation
Issuance is to a whitelisted register of investors who have been onboarded and verified. We do not build public sale mechanics, market an offering, or act as a distributor.
We do not value your asset
Valuation and audit of the underlying is the job of an independent valuer and auditor. We build the registry, the transfer controls, and the reporting around what they conclude.
We are not a transfer agent or a custodian
We integrate with regulated transfer agents and qualified custodians. Those are licensed roles, and we do not perform them.
What issuers and their counsel ask
Usually, yes. A revenue share, a fractional property interest, or a fund unit is a security in most jurisdictions regardless of the token wrapper. Counsel determines the instrument and the regime before engineering starts, and the contract enforces the resulting eligibility rules.
Find out what is buildable for your structure
A working session with a solutions architect and a compliance lead: the instrument, the regime, the investor eligibility rules the contract will enforce, and a clear view of what is buildable in your market.