Tokenization puts ownership of a real-world asset (a building, a loan, a revenue stream, or the entity that owns it) on a blockchain, so it can be issued, transferred, and tracked as digital tokens. Done right, it opens an asset to smaller investors and faster transfers. Done wrong, it is an unregistered securities offering. We handle the legal structure end to end, with deep experience in Nashville-area real estate.
How an attorney helps
What having a lawyer on your side changes.
- Structures the deal so investors buy compliant securities, not an accidental unregistered offering.
- Clears title, liens, and lender consent before the property moves into the owning entity.
- Drafts the offering documents and coordinates the auditor, transfer agent, and trading platform.
- Handles ongoing filings, investor communications, and resale compliance after launch.
What we handle
The issues that come up most in these matters.
- Choosing the ownership vehicle: SPV LLC, series LLC, DST, or fund
- Securities exemptions: Reg D 506(b)/(c), Reg A+ Tier 1 and 2, Reg CF, Reg S
- Offering documents: PPM, operating agreement, subscription agreement, token terms
- Permissioned token standards (ERC-3643, ERC-1400) and transfer restrictions
- KYC/AML, accredited-investor verification, and investor whitelisting
- Title, deed, and recording issues with the county Register of Deeds
- Tennessee Securities Division notice filings and state blue-sky compliance
- Distributions, K-1 reporting, and secondary trading through registered venues
How it works
What to expect from start to finish.
- Asset and title diligence. Title search, existing liens and lender consent, zoning, short-term rental permits, and valuation.
- Structure selection. Entity, tax classification, and securities exemption chosen together because each constrains the others.
- Offering documents. PPM or offering circular, operating or trust agreement, subscription documents, and the legal terms the token represents.
- Smart contract legal review. Confirm the token's transfer restrictions, lockups, and distributions match the legal documents, alongside an independent code audit.
- Investor onboarding. KYC/AML, accreditation verification, whitelisting, and Form D plus Tennessee and other state notice filings.
- Issuance and ongoing compliance. Cap table and transfer-agent setup, distributions, annual reporting, and resales through compliant venues.
Transparent fees
Tiered by asset value, confirmed in writing.
| Asset value | Legal fee |
|---|---|
| Asset value under $500K | 5% |
| $500K – $2M | 3% |
| $2M – $10M | 1.5% |
| $10M and above | Custom |
Full-service legal fee, confirmed in writing after asset review. A $2,500 retainer deposit begins the engagement. Smart-contract audit, appraisal, and CPA fees are billed separately by those providers.
Common questions
General information, not legal advice for your situation.
- Does tokenizing a property change the deed?
- Usually the property is deeded once into the owning entity and that deed is recorded with the county Register of Deeds. After that, token transfers move interests in the entity, not the land, so each trade needs no new deed.
- Can non-accredited investors buy?
- Under Reg D 506(c), no. Under Reg CF or Reg A+, yes, with more disclosure and, for Reg A+, SEC qualification of the offering.
- Can token holders resell?
- Reg D securities are restricted under Rule 144 for a holding period. After that, resales generally go through a registered broker-dealer or alternative trading system. The token's code enforces these limits.
- What if the property has a mortgage?
- Most mortgages have a due-on-sale clause that a transfer to an LLC can trigger. Lender consent or a refinance comes before the transfer.
- How are investors taxed?
- An LLC taxed as a partnership issues K-1s and passes income and depreciation through to investors. We coordinate the structure with your CPA.
Meet Madison
A solo practice: the lawyer you meet is the lawyer on your case.
Structures we build
Structure
Single-Asset SPV LLC
Best for: One building, like a duplex in East Nashville, a mixed-use lot in Murfreesboro.
The property is deeded to a new LLC and investors buy tokenized membership interests. Title stays on the county record; ownership changes happen on-chain at the entity level.
Structure
Tennessee Series LLC
Best for: Sponsors tokenizing a portfolio of long- or short-term rentals.
One master LLC with a separate series for each property, each with its own token, investors, and liability shield. Fewer formations and cleaner reporting.
Structure
Delaware Statutory Trust (DST)
Best for: Stabilized, net-leased commercial property and 1031 investors.
Investors hold tokenized beneficial interests in a trust that owns the property. A properly structured DST can qualify as replacement property in a Section 1031 exchange.
Structure
Tokenized Fund / Reg A+ REIT
Best for: Larger raises aimed at retail investors.
A pooled vehicle owning several properties, offered to the public, including non-accredited investors, under Reg A+ Tier 2, with ongoing SEC reporting.
Structure
Tokenized Debt / Mortgage Note
Best for: Developers and renovators who want financing without giving up equity.
Investors fund a loan secured by a deed of trust and receive tokenized notes paying interest, with no equity in the property itself.
Structure
Revenue-Share Token
Best for: Owners raising capital against cash flow rather than the asset.
Holders receive a share of rental income for a defined term while the owner keeps title. Almost always a security.
Discuss your Real World Assets Tokenization matter.
A free, confidential consultation. No obligation, and no pressure to hire us.