The Decision Map

From Company to Token: Every Choice You Will Make.

Tokenizing a real-world asset is not one decision. It is roughly a dozen, made in a particular order, and some of them cannot be taken back once made. This page walks through all of them in plain language: what you are being asked, why it is being asked, what each answer commits you to, and at what point the door closes behind you.

No prior knowledge of securities law or blockchains is assumed.

Overview

Two Halves, Seven Stages

The first half is about your company — proving who you are and clearing sanctions and ownership checks. You do it once. The second half is about each asset you want to tokenize — and you repeat it for every building, fund, or loan you bring to the platform. Some stages are yours to decide; others are the platform's, an attorney's, or the blockchain's.

Scroll the diagram sideways

ONCE PER COMPANY ONCE PER ASSET 1 Register the company YOU 2 Automated checks PLATFORM 3 AI review + attorney call COUNSEL 4 Design the offering YOU 5 Counsel signs off COUNSEL 6 Mint and go live SOLANA repeat for every asset
Stage 1

Registering the Company

Before you can tokenize anything, the platform has to know exactly who is issuing it. This stage has few real choices and a lot of disclosure — but the one choice you do make here, your legal entity type, quietly shapes everything downstream.

Decision 1
What legal form is your company?

Pick the entity that actually appears on your formation documents. This is not a cosmetic label: it determines who has authority to sign, who must be disclosed as an owner, how the tax paperwork flows to your investors, and which offering structures (Stage 4) are even available to you.

LLC — Limited Liability Company C-Corp S-Corp LP — Limited Partnership LLP — Limited Liability Partnership Trust Sole Proprietorship
  • Pass-through entities (LLC, LP, LLP) are the usual home for real estate. Income lands on the owners' tax returns rather than being taxed at the company first — which is why the tax-form question in Stage 4 exists at all.
  • Corporations are taxed in their own right. That is simpler to explain to investors but generally less tax-efficient for property income.
  • Trusts and sole proprietorships are supported, but the ownership-disclosure questions below get answered differently, and an attorney will look at them more closely.
Disclosure
Who is the company, on paper?

Standard business verification — the same information a bank would ask for before opening a commercial account. Every field here feeds an automated check in Stage 2.

What's askedRequiredIn plain terms
legal_nameRequiredExactly as registered with the state — not your trading name or brand.
einRequiredYour federal tax ID. This is what identity verification is run against.
formation_state & formation_dateRequiredWhere and when the entity came into existence. Delaware, Wyoming and Texas are common; the state itself is not a problem, but it is recorded.
Registered addressRequiredStreet, city, state, postal code, country. The country drives the jurisdiction check — some countries are simply not eligible.
phone_number, websiteOptionalContact points. A live website meaningfully speeds up human review.
leiOptionalA 20-character Legal Entity Identifier — a global passport number for companies, issued through GLEIF. If you have one, it is written into the token itself, so anyone inspecting the asset on-chain can independently identify the issuer. Checked here for correct shape and checksum.
Disclosure
Who really owns and controls it?

You list every beneficial owner — broadly, any individual holding 25% or more, plus at least one person who exercises real control. This is not an Ioniqx preference. It is the US Treasury's Customer Due Diligence rule, and an incomplete answer here fails an automated gate before a human ever sees your file.

  • Name, contact details and ownership percentage for each owner.
  • If your company is owned by other companies, you follow the chain up to the human beings at the top. Layered holding structures are fine — hidden ones are not.
  • Every named individual is screened against sanctions lists, the same as the company itself.
  • Percentages that do not add up, or a structure with no controlling person named, is the single most common reason a submission bounces back.
Stage 2 & 3

Getting Approved

You are not making choices here — the platform is. It is worth understanding anyway, because knowing what is being tested tells you what to get right the first time. Submission runs five checks in parallel, then an AI reads the results, then a securities attorney makes the actual decision.

The five automated gates

All five run at once, with no human involved. A disqualifying hit ends the process immediately — nobody spends a week reviewing a sanctioned entity.

Business verification

Is this a real, registered business, and do the documents match what you told us?

US sanctions

Does the company or any owner appear on the US Treasury's OFAC list of blocked persons?

UN & EU sanctions

The same question against United Nations and European Union sanctions lists.

Jurisdiction

Is the country you operate from one the platform can lawfully serve?

Ownership completeness

Have all 25%-and-above owners actually been disclosed, as the FinCEN rule requires?

Scroll the diagram sideways

You submit the company profile Business verified OFAC sanctions UN / EU sanctions Jurisdiction Owners disclosed Any disqualifying hit? YES Rejected automatically no human review NO AI writes a plain-language risk narrative applying a ruleset authored by securities counsel A securities attorney decides Approved you can create assets More information you fix it and resubmit Rejected, with reasons

Why an AI reads it but a person decides

The rules the AI applies are written and version-controlled by attorneys, not by engineers. When guidance changes, counsel publishes a new version of the ruleset, and every review permanently records which version was applied to it. The AI's job is to apply those rules consistently and explain every flag it raises. The decision itself — approve, ask for more, reject — is always a licensed human's, and it is recorded with a cryptographic fingerprint of who decided what, about whom, and when. Years later, that record can be reconstructed and verified for an SEC examination.

5
Automated gates before any human looks
Hours
Typical time to a decision, not weeks
1
Human who can actually approve you
100%
Decisions with a tamper-evident audit trail
Stage 4 · Decision 2

Choosing Your Rulebook

In the US, selling an investment to the public normally means registering it with the SEC — a slow, expensive process. Almost nobody tokenizing a building does that. Instead you use an exemption: a pre-approved rulebook that lets you raise money without full registration, in exchange for accepting limits on who can invest, how much you can raise, and how you are allowed to talk about it.

Most common
Regulation D

A private placement, sold mainly to wealthy or institutional investors. No cap on how much you raise.

  • Raise limit: none
  • Who can invest: accredited investors
  • Cost & speed: lowest, fastest
  • Splits into two sub-paths — see below. This is the fork that matters most.
The mini-IPO
Regulation A

A scaled-down public offering. Anyone can invest, but you must file with the SEC and be qualified before you sell.

  • Raise limit: up to $75M in 12 months (Tier 2)
  • Who can invest: anyone, with limits for non-accredited investors
  • Cost & speed: high — months, audited financials, ongoing reporting
  • Worth it only if reaching retail investors is the point of the raise.
Crowdfunding
Regulation CF

Small raises through a registered funding portal, open to the general public.

  • Raise limit: up to $5M in 12 months
  • Who can invest: anyone, subject to per-investor caps based on income
  • Cost & speed: moderate — must run through a licensed portal
  • Usually too small for a commercial property on its own.
Offshore
Regulation S

Sold only to people outside the United States. Often run alongside a Reg D offering as a second tranche.

  • Raise limit: none
  • Who can invest: non-US persons only
  • The token enforces this itself. A Reg S offering sets its on-chain policy to forbid US persons, so a US wallet is refused by the blockchain, not by a policy document.
Decision 2a — only if you chose Reg D
506(b) or 506(c)?

This is the single most consequential choice on the platform, and it comes down to one trade: may you advertise, and how hard must you work to prove your investors are wealthy? You cannot have both the freedom and the light touch. The platform requires you to declare which one you are using when the offering is created, and the answer flows all the way down into the token's transfer rules.

Quiet, but easy
Rule 506(b)

You may not advertise or publicly solicit. You raise from people you already have a relationship with.

  • No general solicitation. No public website listing, no cold outreach, no conference pitch, no social posts about the raise.
  • Investors may self-certify. An investor ticking a box that says "I am accredited" is, by itself, enough.
  • Up to 35 non-accredited but sophisticated investors are permitted — though that triggers heavy disclosure obligations, so most issuers stay all-accredited.
  • On-chain effect: the token accepts wallets at the self-certified verification level.
Loud, but rigorous
Rule 506(c)

You may advertise the offering to the world — in exchange for verifying every single investor.

  • General solicitation allowed. Public marketing, a listed offering page, paid ads — all permitted.
  • Self-certification is not enough. You must take "reasonable steps to verify" — reviewing tax returns, bank statements, or a written letter from a CPA, attorney or broker-dealer.
  • Every investor must be accredited. No exceptions.
  • On-chain effect: the token's minimum verification level rises, and a self-certified wallet is refused by the smart contract — you cannot accidentally let one in.

A safety behaviour worth knowing

If a Reg D offering somehow reaches the platform without declaring which sub-rule it uses, the system does not assume the permissive one. It applies the stricter 506(c) floor until a human declares otherwise. A missing field can never be the reason an unverified investor gets in.

Decision 3
Which proofs of wealth will you accept?

"Accredited investor" has several legal definitions, and you may accept all of them or narrow the list. Leaving it blank means you accept every basis — an issuer with no particular view is not forced to pick one.

Income over $200,000 — two years running Joint income over $300,000 — with a spouse Net worth over $1,000,000 — excluding their home Holds a Series 7, 65 or 82 licence Entity with over $5,000,000 in assets
  • Self-certified — the investor's own attestation. Acceptable under 506(b) only.
  • Documentary verification — someone reviewed real financial documents. This is "reasonable steps", and it is the floor for 506(c).
  • Third-party letter — written confirmation from a CPA, attorney, investment adviser or broker-dealer. The strongest form, and the one that survives scrutiny best.
  • The platform will not record a documentary or letter-based verification with no supporting file attached. A verification level cannot be claimed on an assertion alone.
Stage 4 · Decision 4

What Does a Token Holder Actually Own?

Everyone assumes this question has an obvious answer. It does not. There are exactly two coherent ways to answer it, and they produce different tax forms, different redemption mechanics, and different transfer restrictions burned into the token. You choose one, once, for the whole offering — never per investor, never per tranche.

Scroll the diagram sideways

OPTION A · DIRECT MEMBER The holder really is an owner of the vehicle Token holder is a partner / member no intermediary Property LLC / Fund partners: every token holder The building Tax form to holder: K-1 Redeeming = exiting a partnership OPTION B · SPV WRAPPER A company sits in between and owns it for them Token holder holds a claim, not a share The SPV a company created just for this Property LLC / Fund partner: the SPV, and only the SPV The building Tax form to holder: 1099 or a statement Redeeming = the SPV buys you out
Option A
Direct member

Maximum transparency. The holder is genuinely a co-owner of the entity that owns the property.

  • Every holder receives a K-1 — the partnership tax form. It arrives late in the season and many retail-style investors find it annoying.
  • Redeeming is a partner exit, taxed at the partnership level.
  • Transfer caps are mandatory. If partnership interests trade too freely, the IRS can treat the whole thing as a publicly traded partnership and tax it like a corporation. To stay inside the safe harbour, the token enforces a cap — by default no more than 2% of total interests may change hands in any 365-day window.
  • Because holders are partners, partner eligibility is checked on every transfer, not merely available as an option.
Option B
SPV wrapper

Maximum tradability. A purpose-built company holds the interest and issues claims against itself.

  • The SPV receives the K-1. Holders get a 1099 or a plain statement — simpler, earlier, and far easier to explain.
  • Redeeming is an SPV buyback, taxed only between the holder and the SPV.
  • No publicly-traded-partnership exposure at the property level, because the partner list never changes — it is always just the SPV. Tokens can move more freely.
  • The cost is a layer of structure: another entity to form, fund, administer and audit.
Decision 5
On what terms can investors get their money out?

Redemption terms have to be decided and disclosed before anyone invests — not discovered at the moment someone asks to exit. Four settings, and the combination is your liquidity promise.

Accounting cycle

How often the books close and a redemption window opens.

Monthly Quarterly Annual
Notice period & first date

How far ahead an investor must tell you they want out, and the earliest date anyone may ask. Together these give you time to raise cash without a fire sale.

Valuation method

Where the exit price comes from. The method is disclosed; the resulting number is never published on the blockchain.

Appraisal Third-party mark Cap rate Cost basis
Funding source

Who actually pays a redeeming investor.

Reserve — cash set aside In-kind — transferred to a buyer Gated — may be deferred or refused

If you choose gated, that must be disclosed up front. It is a real limit on liquidity, and investors are entitled to know before they commit.

Stage 4 · Decision 6

Describing the Token Itself

A token that says nothing about what it represents is just a number in a database. These attributes are written permanently into the token when it is created, in a standard vocabulary, so that a wallet, an exchange, an auditor or a regulator can read what the asset is without asking you.

The two required axes
What kind of thing is it, and what do you own of it?

These are deliberately two separate questions, because the answers are independent. A senior loan secured on an apartment block and an equity stake in the same block are both real estate — but they have opposite risk profiles. One question cannot be inferred from the other, so both are required.

Axis 1 — required
Asset class — what kind of thing

A fixed list. Adding to it requires a change to the published standard, so these values mean the same thing everywhere.

real-estate treasury corporate-credit private-credit public-equity private-equity commodity fund carbon receivable other
Axis 2 — required
Claim type — what you hold of it

Also a fixed list. This is the line between "I own a slice of the upside" and "I am owed a fixed amount before anyone else gets paid".

equity preferred-equity debt-senior debt-mezzanine fund-lp revenue-share direct-title derivative
Optional detail
Everything else you can say about the asset
AttributeRequiredIn plain terms
token_symbol Optional The short ticker holders will see in their wallet.
rwa.subclass Optional A finer description within the class — for real estate: multifamily, industrial, office, retail, hospitality, self-storage, data-center, senior-housing, single-family-rental, land, mixed-use, specialty. Unlike the two axes above, this list is open and grows over time.
rwa.jurisdiction Optional Whose law governs the asset. Useful to anyone assessing it from another country.
rwa.issuer_lei Inherited Carried automatically from your company record, if you supplied one in Stage 1. Lets anyone verify the issuer against a global registry.
Property reference Optional Which specific parcel this is — a county tax-assessor number, a UK address identifier, a French cadastral reference, and so on. It is never published in the clear. The identifier is combined with a secret random value unique to your project and converted into a one-way fingerprint. That lets you prove later which building this token referred to, without publishing the address on a permanent public ledger for anyone to scrape.
rwa.api Automatic A web address, written into the token, where anyone can fetch the full asset record. The token carries a pointer, not a brochure.
Decision 7
The commercial terms

Ordinary offering economics — but the platform checks them against each other before anything is approved, so an internally contradictory offering never reaches an investor.

  • Minimum investment — the smallest cheque you will take. It cannot exceed your target raise.
  • Target raise — how much you are raising in total.
  • Projected annual return and investment term in months — what you are telling investors to expect, and for how long.
  • Open and close dates — the close must come after the open. Checked automatically.
  • Documents — the offering memorandum, operating agreement, appraisals and anything else an investor needs. An offering with no documents attached fails its own gate check.

A note on very high minimums

If a 506(c) offering sets its minimum at $200,000 for individuals or $1,000,000 for entities, SEC staff guidance allows the accreditation representations to be collected as a digital attestation carried in the token itself, rather than on paper. The size of the cheque is doing part of the verification work. Whether your offering qualifies is a question for your counsel — but if it does, the entire subscription flow can run inside the token.

Points of No Return

What Locks, and When

This is the part people most often misunderstand, so it is worth being blunt about it. Decisions on this platform are freely editable right up until a specific moment, and then they are not editable at all — ever. Knowing where those moments sit tells you when to stop deliberating and when to get it right.

  • While the offering is a draft
    Everything is editable

    Exemption, sub-rule, ownership structure, redemption terms, token attributes, financial terms — change any of it as often as you like. Nothing has been promised to anyone and nothing has been written to a blockchain. This is the cheap phase. Use it.

  • The moment counsel approves the structure
    The ownership structure freezes — permanently

    Direct member or SPV wrapper, the tax form holders receive, the meaning of redemption, whether transfer caps apply: all of it is fixed from here. The approval cannot be withdrawn either. The reason is simple — from this point investors subscribe on the basis of that legal shape, and an offering whose shape can be revised afterwards has told its investors something that later stopped being true.

  • Before the token can be created
    The classification must be complete

    Asset class and claim type must both be filled in from the approved vocabularies. The storage space for this description is allocated on the blockchain at the moment the token is created and cannot be enlarged afterwards, so an incomplete description blocks minting rather than producing a half-labelled token.

  • The moment the token is minted
    The asset's identity is permanent

    A token cannot be un-minted. Its classification, its issuer identifier, its property fingerprint and the rule branch its transfer restrictions follow are now part of a public, permanent record. A token configured for one ownership model cannot later be re-pointed at the other, because the two describe genuinely different taxable events. If something is wrong at this point, the remedy is a new offering — not an edit.

Stage 5 & 6

Sign-Off, Minting, and Going Live

Your offering goes through its own review — narrower than the company review, because the company has already been cleared. Then the token is created, and from that moment the rules you chose stop being policy and start being physics.

The offering's own gate checks

Four automated checks, then AI scoring, then an attorney.

Company standing

Is the sponsoring company still approved and in good standing today — not just on the day it was onboarded?

Documents

Are the offering documents an investor would need actually attached?

Financial terms

Do the numbers hold together — minimum inside the target, values positive and sane?

Timeline

Does the offering open before it closes, and is the schedule coherent?

Approved

The structure is frozen, the offering can be activated, and the token can be minted.

Back to draft

Something needs fixing. You are still in the cheap phase — edit freely and resubmit.

Rejected

With written reasons, recorded in the same audit ledger as every other decision.

Every choice you made becomes a check the blockchain runs

This is the payoff. When someone tries to move a token, the transfer is intercepted before it settles and tested against the rules your decisions produced. A transfer that fails does not get flagged for later review — it simply does not happen.

Scroll the diagram sideways

Someone tries to send tokens THE TRANSFER HOOK ASKS Is this wallet a verified investor? Is it verified to the level this offering demands? Is its US-person status allowed under this exemption? Would this breach the transfer cap, the lockup, or a country limit? All satisfied? checked in milliseconds Settles in seconds Refused never settles at all The cap table updates from the chain, so the register and the blockchain cannot drift apart.

The short version

You make roughly a dozen decisions. Three of them — your exemption, 506(b) versus 506(c), and direct member versus SPV wrapper — determine most of the others. Everything downstream is either derived from those three automatically, or checked against them before it can be saved.

The remaining work is disclosure, documents, and dates. The platform's job is to make sure that by the time a token exists, none of your answers contradict each other — and that the rules you chose are enforced by the network rather than by anyone's good intentions.

Please read this as an explanation, not as advice

This page describes how the Ioniqx platform structures these decisions, in deliberately simplified language. It is general information only and is not legal, tax or investment advice. Securities exemptions, accreditation standards, partnership tax treatment and transfer restrictions all turn on the specific facts of a given offering, and thresholds change over time. Every offering on the platform is reviewed by a securities attorney — and you should have your own counsel involved before you commit to any of the paths described here.

Dollar thresholds and rule references reflect US federal securities regulations as currently understood and are provided for orientation. Whether any particular offering qualifies for any particular exemption is a facts-and-circumstances determination for the issuer and its counsel.

Want to Walk Your Own Asset Through This?

We will map your entity, your exemption and your structure onto the platform with you, and show you exactly where the irreversible moments sit for your offering.