How we structure a tokenization from first principles.
Structure the offering before anyone writes code.
Tokenization is a wrapper. The wrapper only works if what is inside is sound. We begin at the cap table, together with your counsel, and work outward: the entity, the security class, the investor base, the secondary-market posture, the distribution mechanics. Each decision constrains the next.
The output of this phase is not a token. It is a structure memo: a document specialized counsel can sign onto, an investor base can read, and an operations team can run against. The smart contract that follows is a translation of that memo, not a substitute for it.
The structure memo is co-authored with your counsel. We own the operational frame; they own the legal perimeter.
Tokenize to the structure. Not the other way around.
The smart contract mirrors the legal structure. Transfer restrictions, qualification gates, payout logic, governance rights, vesting and lockups: each translates from the memo into on-chain enforcement.
The token is the instrument, not the product.
Two architectures cover most situations. An NFT-per-asset model fits unique holdings: a specific villa, a single contract, a discrete revenue stream. A fungible class fits pooled capital where every investor holds the same rights. The structure phase decides which.
We deploy to audited contract patterns, with the deployment artifacts and audit attestations attached to the offering documentation. No bespoke cryptography. No moving fast.
Raise capital under a known regulatory framework.
Two frameworks cover the great majority of U.S. private offerings: Reg D 506(c) and Reg S. Each has its own marketing posture, investor qualification rules, and ongoing reporting cadence. Your counsel selects the framework; we operationalize the raise inside it.
Operations means investor qualification flows, KYC and AML coordination with the right service providers, subscription document handling, escrow setup, and a closing ledger that reconciles to the on-chain holders register. The token is the simple part. The operations are not.
We do not custody investor funds and we do not act as a broker-dealer. Where the framework requires one, we coordinate with a registered counterparty.
Manage post-raise with operational discipline.
After the raise closes, the structure pays you back in operational hygiene. Distributions calculated against the smart-contract holder register, transparent cap-table reporting on a defined cadence, and clean handling of secondary activity within the constraints of the framework.
Where the framework permits secondary trading, we help you stand up the compliance prerequisites: holder qualification on every transfer, automated lockup enforcement, and reporting to the relevant transfer agent or platform.
The work does not end at close. The structure is most valuable in year three.
Two ways to structure ownership.
NFT-Based Ownership
Best for unique assets or fractional interests tied to a specific property or contract. Each token represents ownership of a specific thing: a villa unit, a revenue contract, a specific lease. Transfer restrictions, governance rights, and payout logic are customizable per asset.
Per-asset transfer restrictions and qualification gates
Bespoke governance and payout logic per token
Direct mapping from token to underlying right
Typical use cases: trophy real estate, single-asset SPVs, named-revenue contracts
Fungible Token Offering
Best for pooled capital or uniform investor rights across a portfolio. All investors hold the same class of token with identical rights. Compatible with Reg D and Reg S, and easier to trade within compliant secondary markets once the regulatory structure permits it.
Uniform investor rights across the holder base
Cleaner secondary-market path within framework limits
Compatible with Reg D 506(c) and Reg S
Typical use cases: pooled real estate funds, diversified portfolios, multi-asset vehicles
What smart contracts make possible.
Automated Execution
Distributions, transfers, and qualification checks run as code. The contract enforces the structure on every transaction. No operational team typing into spreadsheets at end of quarter.
Transparent Record-Keeping
The holder register is on-chain and reconcilable in real time. Investors see their position. The issuer sees the cap table. Auditors verify against the contract directly, not a spreadsheet or a PDF.
Built-In Compliance
Transfer restrictions, accreditation gates, and lockup periods live inside the contract. A non-qualified transfer does not fail at the lawyer's desk. It fails at the contract, before it settles.
Global Access
Within the constraints of the chosen framework, qualified investors can hold and (where permitted) transfer from anywhere with a compliant counterparty. The framework still draws the perimeter.
The regulatory frameworks we work within.
Plutus Properties® works alongside specialized counsel, not instead of it. We help operationalize a raise inside a framework your counsel selects. The summaries below describe how each framework typically shapes a tokenized offering. They are not legal advice and they do not substitute for a current opinion of counsel.
Reg D 506(c)
A U.S. private placement that permits general solicitation provided every investor is verified accredited. Common for asset owners raising from a known U.S. investor base who can satisfy verification. Token transfer restrictions and holder qualification gates can enforce the framework on chain.
Reg S
A safe harbor for offers and sales made outside the United States. Useful when the investor base sits primarily offshore. Token-side controls enforce the geographic perimeter: residency attestations on subscription, on-chain transfer restrictions, and (where applicable) flowback prevention.
The information on this page describes the services of Plutus Properties® in general terms. It is not legal, investment, or financial advice. No content on this site constitutes an offer to sell or a solicitation to buy securities. Plutus Properties® does not currently offer any specific investment opportunities. Consult qualified legal counsel before proceeding with any offering. Read the full disclosures page →
