Learn how to launch a tokenized fund with robust tokenization structures, compliant transfer mechanisms, and strategic jurisdictional planning. This guide explores direct tokenization of fund interests, tokenization SPV layers, restricted transfers, and how Assetize supports institutional tokenized fund launches.
The digital asset landscape is reshaping traditional investment vehicles. For fund managers, private markets specialists and Web3 native allocators, the opportunity to launch a tokenized fund represents not just technological innovation but a strategic competitive edge. Tokenized funds harness blockchain’s programmability, transparency and efficiency to express traditional fund interests as digital tokens, facilitating permissioned and compliant investor access while preserving regulatory integrity. Institutional adoption, as seen in projects like BlackRock’s BUIDL tokenized Treasury fund, confirms that tokenization is now a credible structure for large-scale deployment.
In this guide, we delve into tokenization structures, direct tokenization of fund interests, the role of SPVs, transfer restrictions, key jurisdictions, and how platforms like Assetize can accelerate your tokenized fund launch.
A tokenized fund is a fund structure where ownership interests or economic rights are digitally represented as tokens on a blockchain. These tokens embody legal claims, for example, limited partnership interests, beneficial interests in feeder vehicles, or SPV shares, but are empowered by programmable logic that governs investor onboarding, transfers, distributions and lifecycle events.
Tokenized funds replicate the legal and economic form of traditional structures while embedding digital features that enhance automation and efficiency:
Direct tokenization involves issuing tokens that directly represent interests in the underlying fund vehicle, for example, a Cayman limited partnership or Jersey Company. These tokens are the legal representation of the fund economics and rights, effectively representing the share or partnership interest on-chain. The fund’s legal documents such as the LPA and subscription agreement remain intact, but ownership is expressed digitally.
Advantages of direct tokenization include:
Tax, regulatory and transfer restrictions must be carefully structured to ensure that tokens reflect the existing economic and governance rights of a fund interest.
Alternatively, fund interests can be tokenized via a tokenization SPV or layer. This is a special purpose vehicle that holds the fund interest, such as fund units or shares. The SPV then issues tokens that represent interests in the SPV.
This layered approach is often preferred where direct tokenization introduces regulatory complexity or where a clean digital interface is desired between legacy fund infrastructure and blockchain execution.
Benefits of a tokenization SPV layer include:
Assetize’s platform supports both direct tokenization and SPV models, providing maximum structuring flexibility for fund sponsors.
A defining characteristic of most tokenized funds is restricted transferability. Unlike public cryptocurrency tokens that trade freely, tokenized fund tokens must typically adhere to permissions and compliance controls:
These restrictions are essential to ensure that tokenized fund securities do not inadvertently trade as freely transferable public instruments. They also preserve the regulatory classification of the tokens under regulatory frameworks.
Assetize is purpose-built to implement these permissions at the protocol level while ensuring regulatory-grade compliance infrastructure.
The legal and regulatory framework significantly impacts how and where a tokenized fund can be established. Key jurisdictions include:
The Cayman Islands remain a leading choice for alternative funds. They offer flexible fund vehicles like exempted limited partnerships and segregated portfolio companies along with tax neutrality and global investor familiarity.
The BVI is quickly establishing itself as a tokenization-forward jurisdiction. It has attracted institutional interest from issuers such as BlackRock with its tokenized Treasury product. BVI’s flexible corporate statutes and evolving digital asset regulatory posture are key drivers.
Jersey is a long-standing destination for institutional managers seeking a well-regulated environment. Jersey’s fund regimes are increasingly embracing tokenization models within its strong legal framework.
The Dubai International Financial Centre and Abu Dhabi Global Market represent emerging but ambitious jurisdictions for digital securities and tokenized funds. Their regulatory sandboxes and flexible fund regimes are attracting fund managers with regional ambitions and global capital.
While many sponsors are looking to launch a tokenized fund, an increasingly attractive alternative is the issuance of a tokenized Actively Managed Certificate (AMC).
For certain strategies, an AMC can achieve similar economic exposure to a fund without establishing a traditional collective investment fund vehicle. This can materially reduce regulatory complexity, time to market, and ongoing operational overhead — particularly where the sponsor does not require a fully regulated fund structure.
An Actively Managed Certificate is typically a note or structured certificate issued by a special purpose vehicle (SPV) that references a managed portfolio or strategy. The AMC issuer holds assets or enters into arrangements that replicate the strategy’s performance. Investors subscribe for certificates (or tokens) that provide economic exposure to that managed portfolio.
In a tokenized structure, the AMC itself is issued as a blockchain-based digital security token. The token represents a debt instrument or certificate issued by the SPV, rather than a direct fund interest.
This is structurally different from launching a tokenized fund:
For some managers, particularly digital asset managers, trading strategy managers, or alternative allocators, an AMC structure can provide a faster and more modular route to market.
Assetize delivers a purpose-built platform that bridges the legal, operational and technological gaps that often stall tokenized fund launches. The company provides compliant token issuance infrastructure for both native fund interest tokenization and SPV-based models.
Assetize offers:
Assetize empowers institutional sponsors to tokenize fund interests without compromising on governance, compliance or investor protections.
To launch a tokenized fund today is to future-proof investment structures while preserving the legal integrity of traditional fund formats. With viable structuring models including direct tokenization of fund interests and SPV issuance layers, fund managers have real options that are compliant, scalable and investor-friendly.
Platforms like Assetize ensure that fund sponsors can launch tokenized products while maintaining institutional-grade controls and full legal compliance. Tokenized funds are not just a trend, but a blueprint for capital formation in the digital age.
What exactly is a tokenized fund?
A tokenized fund is an investment vehicle where fund interests are issued and represented as blockchain-based tokens that include compliance logic and automated transfer controls.
Can tokenized fund transfers be permissionless?
Yes. If structured via an SPV layer, fund tokens can be programmed to support either permissioned or permissionless transfers depending on regulatory requirements.
Do tokenized funds eliminate the role of administrators?
No. Fund administrators still perform core functions like onboarding, compliance checks and lifecycle management even when fund interests are digitized.
What jurisdictions are leading for tokenized fund structuring?
Cayman Islands, BVI, Jersey, and the UAE’s DIFC and ADGM are among the most used or emerging jurisdictions for institutional-grade tokenized fund launches.
Is tokenization legal and enforceable for fund interests?
Yes. When properly structured, tokenized fund interests represent legally valid claims and rights under traditional fund documents while leveraging blockchain for efficiency.
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.
Any tokenised products referenced are issued only pursuant to definitive legal documentation and under applicable regulatory frameworks by the relevant issuing entities. Assetize Limited does not act as issuer unless expressly stated.
Readers should obtain independent professional advice tailored to their specific circumstances before undertaking any tokenisation or investment activity.
