Where tokenized raises lose the exemption
A tokenized raise is still a securities offering. Most compliance errors happen before a single token is minted.
On a blockchain, still a security
Putting an offering on-chain doesn't put it outside the SEC. Most real estate tokens are securities, and most sponsors learn that the hard way.
A whitepaper is not a PPM
A whitepaper describes how a token works. A PPM discloses what investors are buying and the risks they're taking. Substituting one for the other invites rescission claims and SEC scrutiny.
Free trading kills the exemption
Tokens that trade freely from day one quietly destroy the private-placement exemption. Transfer restrictions and Rule 144 lockups have to live in the smart contract before launch.
Each of these is avoidable with one conversation, before the token is ever minted.
Real Estate Tokenization, end-to-end
We structure compliant tokenized real estate offerings with on-chain smart contracts, under the current SEC and CFTC framework (2026 Project Crypto Release), not the 2019 staff guidance most sites still cite.
EXEMPTION STRATEGY
We select the right SEC exemption, 506(b), 506(c), Regulation A+, or Regulation S, alone or stacked, and build the offering around it.
ENTITY AND SPV STRUCTURE
Issuer, sponsor, and SPV entities to hold the underlying real estate and isolate the on-chain offering from operational risk.
OFFERING AND TOKEN DOCUMENTATION
Private placement memorandum, operating agreement, subscription documents, and token terms, drafted from scratch and aligned with how the token behaves on-chain.
SMART CONTRACT LEGAL REVIEW
Smart contract logic reviewed against the legal documents, with guidance on ERC-3643, permissioned transfers, and whitelisting to keep the code and offering terms aligned.
ON-CHAIN COMPLIANCE CONTROLS
Transfer restrictions, accredited-investor verification, KYC/AML wallet onboarding, and Rule 144 holding periods baked into the token logic before launch.
SECONDARY TRADING AND POST-LAUNCH COUNSEL
ATS coordination, cross-border regulatory considerations, on-chain ledger reconciliation with the legal cap table, and ongoing compliance as the rules evolve.
Built for sponsors who tokenize with intent
We work with real estate sponsors, developers, and fund managers who see tokenization as a better rail for compliant securities offerings and plan to do it more than once.
We support experienced syndicators bringing their next vehicle on-chain, first-time issuers building a clean and defensible tokenized structure from day one, and platform builders launching tokenized real estate products.
Deal Size
Lower seven figures through nine figures.
Geography
National practice. Licensed in TX, WA, OR, and ID. Based in Austin.
Who we do not take on
Sponsors who want to raise first and paper the deal later. Structures dressed up as utility tokens when they are plainly securities. Deals where tokenization is bolted on for marketing buzz with no real benefit to the sponsor or investors.
What to expect
We quote timing, scope, and cost on the first call. A tokenized raise has more moving pieces than a traditional one, and sponsors get clear numbers up front.
Direct answers on the first call
Every prospect arrives with the common three: Is the token a security? Can investors trade it? What does a tokenized raise cost compared to traditional? All three get answered on that call.
We design economics and on-chain mechanics together
We design the promote, waterfall, preferred return, governance, on-chain distributions, and lockups from launch. This is where real estate expertise matters. Having structured traditional syndications for years, we replicate those same economics on-chain so distributions, preferred returns, and promotes execute as the operating agreement intends, without spreadsheets or manual wires.
Launch starts the relationship
Most clients bring us their next deal because our work does not stop at launch. We manage lockups, transfer freezes when they are needed, reconcile the on-chain ledger with the legal cap table, and give honest counsel on whether the next raise should be tokenized at all.
The Attorney
Jason Powell
- Author, The Real Estate Tokenization Handbook
- Co-author, The Lawyer's Guide to Raising Capital for Business People
- Licensed in Texas, Washington, Oregon, and Idaho
In-house GC background
Served as general counsel to two companies before private practice. Tokenized deals run on operational questions, smart contract control, wallet loss, on-chain ledger reconciliation. He drafts with those built in.
Outside general counsel across deals
The person clients call between raises. For tokenized deals that includes tracking lockups, structuring secondary trading, and honest counsel on whether to tokenize the next raise.
Dickinson Wright platform
Tokenized offerings span securities law, tax, IP, data privacy, and a fast-evolving regulatory landscape. Dickinson Wright provides the depth of a full-service firm with boutique responsiveness, without requiring sponsors to assemble a team of strangers.
Tokenized raises we've structured for sponsors
Institutional-Scale STO
Institutional-scale security token offering.
Tokenized Real Estate Fund
Apartment complex investing.
Tokenized Offering
Office-to-hotel conversion.
Tokenized Investment Fund
Profit participation in jet engine lease revenue.
Church Real Estate Offering
First of its kind in the United States, for a church.
Blockchain Infrastructure
Data center for blockchain database security.
Frequently asked questions
Is my token a security? +
Can a whitepaper replace a PPM? +
Can investors trade my tokens, where and when? +
How does a tokenized raise compare to traditional, in cost and timeline? +
What happens if a token holder loses access to their wallet? +
Are tokenized offerings subject to U.S. securities law if investors are outside the U.S.? +
Ready to tokenize your next raise?
Schedule a 30-minute discovery call. We will scope the deal, identify the right exemption, and give you a clear timeline and cost estimate.