Daniil Kozin Tokenization strategy call
Guide · For business owners and CFOs · Updated June 2026

What does it cost to tokenize a real asset in Europe? The full 2026 cost stack.

The question every operator asks first, answered straight and itemized. There are three cost layers: the one-off setup, the annual running cost, and the cost of capital. This guide names every line in each, gives real 2026 ranges, and runs the whole stack through a €10M warehouse raise so you can see the actual euros. No platform marketing, no single headline number that hides the rest, just the cost as it lands.

4,200 words · 16 min read By Daniil Kozin · Tokenization advisor
01 / The short answer

Three layers, and the number you should hold is the all-in.

The direct answer

Tokenizing a real asset and raising capital against it in Europe in 2026 costs across three layers. The one-off setup (legal, SPV, platform, valuation, advisory, incorporation) typically runs 1.5 to 5 percent of the capital raised for a mid-size deal. The annual running cost (administration, audit, registry, reporting) runs 0.2 to 0.6 percent of the raise per year before any fund wrapper. And the cost of capital, the yield paid to investors, is the largest economic cost and sits above senior bank debt and below equity.

On a €10M raise, that is roughly €150,000 to €475,000 one-off, €20,000 to €60,000 a year ongoing, plus the investor yield for the life of the deal.

That is the headline, and the rest of this guide is the itemization behind it, because the headline alone is not enough to plan a raise. The reason the answer comes in layers rather than one number is that the three behave differently: the setup is a fixed-ish cost that you amortise over the raise, the running cost is a small annual drag, and the cost of capital is the real economic price of the money and runs for the life of the deal. A platform that quotes you only a setup fee, or an advisor who quotes only a percentage, is showing you one layer and hiding two.

The number that actually matters for a decision is the all-in cost of capital: the setup amortised over the raise, plus the running cost, plus the yield, compared against what the same capital would cost as bank debt or equity. Hold that figure, not any single line. The sections below build it from the ground up.

02 / Layer 1, the setup

The one-off cost, line by line.

The setup is what it costs to build the structure: to form the vehicle, draft the documents, stand up the tokenization, value the asset, and run the structuring work. Six main lines, with typical 2026 ranges for a mid-size European real-asset raise.

Setup line Typical 2026 range What it covers
Legal structuring + SPV formation€15K-€50KThe vehicle that holds the asset, the articles, the share classes, the distribution waterfall
Offering documentation€10K-€40KMemorandum, subscription documents, the legal opinion on the offering basis
Tokenization platform (setup)€10K-€40K + 0.25-1.5% of raiseIssuance on a permissioned standard, registry, KYC enforcement at transfer
Valuation + due diligence€5K-€30KIndependent asset valuation, technical and legal diligence on the asset
Advisory + structuringScoping ~€15-20K · retainer · success fee 1-3%Feasibility, structure and jurisdiction design, the build, and the placement
Incorporation + registered agent€3K-€15KCompany registration, registered office, setup administration in the jurisdiction

Read the ranges the right way. The five fixed lines (everything except the success fee) total roughly €50,000 to €175,000 for a clean mid-size deal. The success fee is proportional: at 1 to 3 percent of capital raised, on a €10M raise that is €100,000 to €300,000, and it is usually the single largest line in the whole setup. So the all-in one-off lands around 1.5 to 5 percent of the raise, weighted heavily by the success fee and by how expensive the chosen jurisdiction is.

Two of these lines deserve a note. The tokenization platform usually has both a flat setup fee and a basis-point charge on the raise; the percentage is what makes platform choice a real cost decision, and the platforms comparison guide walks the trade-offs. And the advisory success fee is structured deliberately so the advisor is paid mostly when the raise actually closes, which aligns incentives but also means it is the line that scales with the size of the deal. The full advisory breakdown, who pays what and where the math gets ugly, is in the advisor fees guide.

What is not in this table: the cost of fixing a weak asset. If the title is not clean, the financials have gaps, or the operating data is opaque, that gets fixed before or during structuring, and it adds legal and advisory time at the front. A documentation-ready business pays the ranges above; a business that has to assemble its substance first pays more, in time and fees. That is why a scoping phase exists, to find those issues before the structuring spend rather than after.

03 / Layer 2, the running cost

The annual cost of keeping it alive.

Once the raise closes, the structure has to be run: accounts filed, the asset audited, the registry maintained, investors reported to. This is the smallest of the three layers in euro terms, but it runs every year for the life of the deal, so it belongs in the model.

Annual line Typical 2026 range What it covers
SPV administration + accounts€6K-€20K/yrBookkeeping, annual accounts, corporate tax filing in the jurisdiction
Annual audit€5K-€15K/yrIndependent audit of the SPV, where required or where investors expect it
Registry + platform maintenance€3K-€15K/yr or 0.1-0.4%/yrTransfer-agent function, holder registry, on-chain maintenance
Directors + registered office€3K-€12K/yrLocal directors where required, registered address, statutory upkeep
Investor reporting + paying agent€3K-€10K/yrPeriodic reporting to holders, distribution administration

Excluding any fund wrapper, the running cost totals roughly €20,000 to €60,000 a year, which on a €10M raise is about 0.2 to 0.6 percent annually. That is a manageable drag for a deal of this size, and a much heavier one for a small deal, which is the same fixed-cost logic that drives the minimum size discussed below.

The fund-wrapper exception

The ranges above are for a plain SPV. If the structure is wrapped in a regulated fund with an external AIFM, a depositary, and a fund administrator, the annual cost rises materially, commonly by 0.5 to 1.5 percent a year on top. That wrapper buys real things (institutional oversight, a single regulated subscription, compliance-mandate fit for certain investors), and it is worth its cost in specific situations and pure overhead in others. The full analysis of when the AIFM layer earns its fee is in the AIFM-wrapped SPV guide. For most direct real-asset raises to professional investors, the plain SPV running cost is the relevant number.

Want the running cost modelled for your specific structure?

The annual cost depends heavily on jurisdiction and on whether your investor base needs a fund wrapper. A scoping conversation prices it for your actual asset and investors, not a generic range.

Book a tokenization strategy call →
04 / Layer 3, the cost of capital

The largest cost is the yield itself.

The setup and the running cost are the cost of the structure. The cost of capital is the cost of the money, and over the life of a deal it is almost always the largest of the three. It is the yield the business pays investors on the tokenized interests, every year, for as long as the raise is outstanding.

Where it sits is predictable. It is above senior bank debt, because investors in a tokenized SPV take more risk than a secured bank with a first charge and covenants. And it is below equity, because investors get a defined, asset-confined return rather than a permanent share of the company and its upside. Within that band, a stabilised income-producing asset (a let warehouse, a contracted energy installation) carries a lower yield, and a higher-risk or development asset carries a higher one.

The yield you have to offer is set by what the investor nets after their own tax and cost cascade, not by what you would like to pay. An investor judging your deal is looking at the net-in-pocket figure, which runs roughly 60 to 75 percent of the gross headline once SPV tax, withholding, and their own costs are taken out. If you want to understand the number from the other side of the table, which is exactly what lets you price a raise that actually places, the honest yield cascade guide walks the full gross-to-net path.

The modelling rule: treat the cost of capital as the dominant term and the setup and running cost as the smaller, fixed and semi-fixed terms around it. A deal that shaves a few thousand euros off the setup but has to offer an extra point of yield to place is more expensive overall, not less. Optimise the yield by bringing a clean, well-documented, fairly-priced asset, and the structure cost takes care of itself.

05 / The worked example

A €10M warehouse raise, in actual euros.

Take a business that owns a let industrial warehouse and wants to raise €10M against it through a tokenized SPV, structured as a plain SPV (no fund wrapper) and placed to professional investors. Here is the cost stack as real numbers, using mid-range assumptions.

Cost Amount As % of raise
Legal + SPV formation€30,0000.30%
Offering documentation€22,0000.22%
Platform setup + 0.75% of raise€20,000 + €75,0000.95%
Valuation + due diligence€15,0000.15%
Advisory scoping + retainer~€60,0000.60%
Advisory success fee (2%)€200,0002.00%
Incorporation + registered agent€8,0000.08%
One-off setup, all-in~€430,000~4.3%
Annual running cost~€40,000/yr~0.40%/yr
Cost of capital (investor yield)the dominant termset by the asset

So a €10M warehouse raise costs roughly €430,000 one-off (about 4.3 percent of the raise, with the success fee and the platform percentage the two largest lines), about €40,000 a year to run, plus the yield paid to investors for the life of the deal. Move the success fee to 1 percent and a cheaper jurisdiction, and the one-off drops toward 2.5 to 3 percent; move to a Luxembourg fund wrapper for an institutional investor base and both the setup and the annual cost rise.

The point of running it as euros rather than percentages is that it makes the trade-offs visible. The biggest controllable line is the success fee, which is the cost of getting the raise actually closed; the second is the platform percentage, which is a real platform-choice decision; and the running cost, while it recurs, is small relative to the capital. None of it changes the dominant term, which is the yield. This is the same shape of cascade an investor sees from the other side, walked in full in the yield cascade guide.

06 / What moves the number

Five things that change the cost.

The ranges in this guide are typical. Where a specific deal lands inside them, or outside, is driven by five factors.

Jurisdiction. A Romanian SRL is cheap to form and run; a Luxembourg or Maltese structure costs more in both setup and annual overhead, in exchange for regime features some investors require. The jurisdiction choice is the single biggest lever on the fixed cost, and the EU jurisdiction comparison guide sets out the trade-offs.

Asset complexity. A single clean income-producing asset is straightforward to value, diligence, and structure. A portfolio, a development asset, a cross-border asset, or one with a complicated tenancy or offtake structure adds legal and diligence cost at the front.

The investor base. A private placement to professional investors avoids a full prospectus and its cost; a broader or retail-facing offering can trigger prospectus requirements and additional compliance, which is a material cost line. Whether your raise needs a licence or a prospectus at all is the subject of the MiCA and CASP licensing guide.

The fund wrapper. A plain SPV is far cheaper than a regulated fund with an external AIFM and depositary, in both setup and annual cost. The wrapper is worth its cost only in specific situations, covered in the AIFM guide.

Documentation readiness. The cheapest deal to structure is the one where the title is clean, the financials are organised, and the operating data is clear. Gaps in any of those add legal and advisory time, and the cost of fixing a weak asset is the most underestimated line in the whole exercise.

07 / Why size matters

The fixed-cost floor, and the €5M rule.

Most of the setup cost is fixed, not proportional. The legal structuring, the offering documentation, the platform setup, the valuation, and the incorporation cost roughly the same whether you raise €2M or €15M. That is the single most important thing to understand about the economics of tokenization cost.

Watch what fixed cost does at different raise sizes. A €120,000 fixed setup (before the success fee and cost of capital) is 6 percent of a €2M raise, 2.4 percent of a €5M raise, and 1 percent of a €12M raise. The same absolute cost goes from punishing to trivial purely as a function of size. Below a certain threshold, the fixed overhead is simply too large a percentage of the capital to make the structure worth building.

As a rule of thumb, the asset or cash flow needs to be worth roughly €5M or more for the economics to work, and the comfortable range is €5M and up. This is why a scoping phase checks raise size against the fixed overhead before any structuring spend: a raise too small to carry the fixed cost is one of the most common reasons a tokenized deal should not proceed, and finding that out early saves far more than the scoping fee. The full list of what kills a raise is in the how-businesses-tokenize guide.

08 / Versus the alternatives

Cheaper, dearer, or right? It depends on the raise.

The cost of tokenizing only means something next to the cost of the alternatives for the same capital. Three honest comparisons.

Bank debt is usually the cheapest per euro. It also comes with covenants, a conservative loan-to-value cap that limits how much you can raise, and a single lender's risk appetite. If the bank will lend the full amount you need on terms you can live with, it is often the right first call.

Equity has no setup cost in the tokenization sense, but it is the most expensive form of capital there is, because it sells a permanent share of the company and all of its future upside for a one-time injection. Cheap to arrange, dear to live with.

Tokenization sits in the middle. It has a real setup cost (the 1.5 to 5 percent above) and a cost of capital above senior debt, but it raises against a specific asset without selling the company, reaches a broader investor base than one bank, and preserves your banking capacity for later. The decision is never which is cheapest in isolation; it is which fits the raise, the asset, and the amount needed. That decision, made before the first investor conversation, is the subject of the financing comparison guide.

The honest framing: a tokenized raise that costs more than senior bank debt per euro can still be the right choice, if the bank will not lend the amount you need, or if keeping the company and the banking line intact is worth the difference. Model the all-in cost of capital against the real alternative, not against zero.

Want the cost stack priced for your actual asset?

Bring the asset, its rough value, and the amount you want to raise. A strategy call prices the full stack for your specific deal, setup, running cost, and the yield you would likely have to offer, and tells you honestly whether the economics work at your raise size before any structuring spend. For European real-economy businesses with €5M+ in assets or revenue. No pitch, no obligation.

09 / FAQ

Questions owners ask about the cost.

How much does it cost to tokenize a real asset in Europe?

Three layers. One-off setup roughly 1.5 to 5 percent of the raise; annual running cost 0.2 to 0.6 percent a year before any fund wrapper; plus the cost of capital, the investor yield, which is the largest term. On a €10M raise that is about €150K to €475K one-off, €20K to €60K a year, plus the yield. See section 01.

What is in the one-off setup cost?

Six lines: legal and SPV formation (€15K-€50K), offering documentation (€10K-€40K), platform setup (€10K-€40K plus 0.25-1.5% of the raise), valuation and due diligence (€5K-€30K), advisory (scoping ~€15-20K, a retainer, and a 1-3% success fee), and incorporation (€3K-€15K). The success fee is usually the largest single line. See section 02.

What does it cost to run after the raise closes?

Roughly €20K to €60K a year for a plain SPV: administration and accounts, audit, registry and transfer agent, directors and registered office, and investor reporting. A regulated fund wrapper with an external AIFM and depositary adds materially more, commonly 0.5 to 1.5 percent a year. See section 03.

Is the investor yield part of the cost?

Yes, and it is the largest cost over the life of the deal. The setup and running cost build and operate the structure; the cost of capital is the yield you pay investors, above senior bank debt and below equity. Treat it as the dominant term in the model. See section 04.

Why is there a minimum raise size?

Because most of the setup is fixed, not proportional. A €120K fixed cost is 6% of a €2M raise but 1% of a €12M raise. Below roughly €5M of asset or cash flow, the fixed overhead is too large a share of the capital to justify. See section 07.

What makes it more or less expensive?

Jurisdiction (Romania cheap, Luxembourg or Malta dearer), asset complexity, the investor base (private placement versus a prospectus offering), whether a fund wrapper is used, and how clean your documentation is. The biggest controllable levers are jurisdiction and whether you need the AIFM wrapper. See section 06.

Is it cheaper than bank debt or equity?

Bank debt is usually cheapest per euro but caps how much you can raise and adds covenants. Equity is the most expensive capital because it sells the company permanently. Tokenization is the middle path: a real setup cost and a cost of capital above senior debt, but it raises against a specific asset without diluting the company. Decide by fit, not by cheapest. See section 08.

Can investors bear some of the cost instead of the business?

Some lines can sit in the deal economics rather than on the operating company's invoice, depending on whether the structure is allocator-paid or operator-paid. What matters is the total cost of capital to the business once everything is accounted for, not which invoice a line appears on. The advisor fees guide breaks down who pays what.