You have decided tokenization might fit your raise. Now the practical question: what actually happens, how long does it take, and what does it cost. This is the operator's walkthrough, from the asset on your balance sheet to capital in your account, using a €15M industrial warehouse as the worked example. The five stages, the realistic 3 to 6 month timeline, the two cost layers, the advisory engagement model, what you need to have ready, and what kills a raise before it closes. No hype, no platform marketing, just the process as it runs.
The core mechanic is simple to state and detailed to execute. Your asset, the warehouse, the energy installation, the equipment fleet, the receivables book, goes into a special-purpose vehicle (SPV). The SPV issues tokenized interests representing fractional ownership of the asset's economics. Qualified investors buy those interests. The capital they pay flows to your business. You keep control of the company and usually keep operating the asset; the investors get the agreed share of its cash flow.
Everything between "your asset" and "capital in your account" is structuring and process, and that is what this guide walks. There are five stages, they take 3 to 6 months end to end, and they cost money in two layers: the setup and the cost of capital. The work divides cleanly: you provide the asset and the diligence substance, and the advisory and structuring team handle the SPV, the legal wrapper, the tokenization, and the investor process. This guide is written so you, the operator, know what is happening at each stage and what is expected of you.
If you have not yet decided whether tokenization is the right tool versus bank debt or equity, start with the financing comparison guide, which makes that decision first. This guide assumes you have an asset that fits and a raise that tokenization can serve, and walks how it actually gets done.
To make the process concrete rather than abstract, take a worked example: a business owns a €15M industrial and logistics warehouse, let to creditworthy tenants, producing stable rental income. The business wants to raise capital against it, perhaps €8-10M, to fund expansion, without selling the company and beyond what the bank will lend at a conservative loan-to-value.
Here is what tokenization does with that warehouse. The property goes into an SPV. The SPV issues tokenized interests representing fractional ownership of the warehouse's economics: the rental income net of costs, and the share of the property's value. Qualified investors buy those interests, paying in the capital that flows to the business. The business continues to manage the property (collecting rent, handling the tenants, maintaining the building) under a management agreement, earning a management fee and keeping operational control. The investors receive their share of the net rental income as distributions, plus their share of any value appreciation when the property is eventually sold or refinanced.
The result: the business has raised capital against a specific asset, kept its company and its banking capacity, and given investors a defined, asset-confined return rather than a piece of the business. The warehouse is still operated by the people who know it; the capital came from a broader investor base than a single bank; and the structure is asset-backed financing, not equity dilution. That is the shape of the outcome. The five stages below are how it gets built.
Before anything is built, the feasibility is assessed honestly. Is the asset genuinely fundable? Is its cash flow contractually definable enough for investors to underwrite? What is the right raise size against it? Which jurisdiction and structure fit, given the asset location and the investor base? And, critically, is tokenization actually the right tool here, or would bank debt or equity serve better? The output is a clear plan and an honest go or no-go. A paid scoping phase exists precisely so this assessment is real: an advisor paid only on success has every incentive to push every deal forward, while a separate paid scoping makes a no-go a legitimate and valuable outcome that saves the business far more than the scoping fee.
The SPV that will hold the warehouse is set up. The legal wrapper is drafted: the articles, the share classes, the distribution waterfall (who gets paid, in what order, at what trigger), the management agreement under which the business keeps operating the asset, and the investor rights. The diligence pack is assembled: the asset documentation, the historical financials, the operating data, the legal title, everything an investor will need to underwrite the deal. This is where the business's preparation pays off or costs time; a clean documentation set moves fast, gaps slow it down.
The legal and regulatory wrapper is finalised in the chosen jurisdiction. The offering exemption is confirmed (the private-placement basis on which the interests are sold to qualified investors), and the structuring is completed under MiCA, applicable across the EEA, and the relevant national private-placement rules. This is the layer that makes the raise compliant: the tokenized interests are securities, and they are issued and sold within the regulatory framework, not around it. The jurisdiction choice made at scoping drives this stage; the EU jurisdiction comparison guide covers the options.
The tokenized interests are issued on the platform, under a permissioned standard (ERC-3643 or similar) with KYC enforced at every transfer, so the interests can only ever be held by qualified, onboarded investors. The registry of holders is set up, and the distribution mechanics (how the rental income reaches investors) are configured. The on-chain part is fast once the legal documents have closed; the tokenization is the wrapper around the structure, not the structure itself. For the platform options, see the platforms comparison guide.
The offering goes to qualified investors. They run their diligence on the asset, the operating track record, and the financials; they are onboarded through KYC; and the raise closes with capital flowing to the business. This is the most variable stage, because it depends on the deal, the asset class, the offered yield, and the distribution channel. A well-priced offering on a clean asset places faster; a mispriced one or a weak asset struggles, which is usually a signal to revisit the terms rather than push harder. When it closes, the capital is in the account and the business has its raise.
The honest answer comes from a scoping conversation about your specific asset: its cash flow, its documentation, the right structure, and whether tokenization beats the alternatives for your raise. A strategy call is where that starts.
Book a tokenization strategy call →From the decision to proceed to capital in the account, a typical tokenized real-asset raise runs 3 to 6 months. The stages overlap rather than running strictly in sequence, which is how the total stays in that range rather than stretching to the sum of each stage.
| Stage | Typical duration | What drives the variance |
|---|---|---|
| Scope | 4-6 weeks | How clean the asset and its documentation are |
| Structure | 4-8 weeks | Jurisdiction complexity, share-class design, documentation gaps |
| Wrapper / compliance | Overlaps structure | Jurisdiction, offering exemption, any licensing surface |
| Tokenize | Days once docs close | Platform; fast once legals are done |
| Place | Weeks to months | Deal quality, offered yield, investor base, distribution channel |
The front of the timeline is mostly in your hands: a business with clean title, organised financials, and clear operating data moves through scoping and structuring quickly, while a business that has to assemble or fix documentation adds weeks at the start. The back of the timeline, placement, is the most variable and the least in anyone's full control, because it depends on real investor demand at the offered terms. A tokenized raise is slower than drawing on an existing bank facility and faster than most equity processes; if you need capital next month, this is the wrong tool, and if a 3 to 6 month horizon is acceptable, it is well within range.
The cost of raising this way splits into two layers that should be modelled separately.
The one-off cost of building the raise: the legal structuring of the SPV, the legal wrapper, the tokenization platform, the advisory and structuring work, and the initial administration. For a mid-size raise this typically runs in the tens to low hundreds of thousands of euros depending on the jurisdiction and the complexity of the asset and structure. On a €15M warehouse raising €8-10M, the setup cost amortises to a manageable fraction of the raise, which is part of why the asset needs to be large enough: below a certain size, the fixed setup cost is too large a percentage of the capital raised to make sense.
The ongoing cost of the capital itself: the yield the business pays investors on the tokenized interests. This sits above senior bank debt (because investors take more risk than a secured bank) and below equity (because they do not get the company's upside). For a stabilised income-producing asset like a let warehouse, the investor yield is at the lower end; for higher-risk assets it is higher. The yield you have to offer is driven by what the investor nets after their own tax and cost cascade, which is why understanding the investor side matters even as the operator; the yield cascade guide walks that in full.
The number that matters: the all-in cost, setup amortised over the raise plus the cost of capital, compared against the bank or equity alternative for the same amount of capital. Not the headline of any single layer. 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 needed, or if preserving the company and the banking capacity is worth the difference. Model the all-in figure against the real alternative, which is the comparison in the financing comparison guide.
The advisory side of a tokenized raise typically runs in three phases, structured so the incentives stay honest.
| Phase | What it is | Typical structure |
|---|---|---|
| Scoping | Feasibility assessment, structure and jurisdiction design, honest go/no-go | Fixed fee, ~€15-20K, 4-6 weeks |
| Structuring retainer | The build and the raise: structuring, documentation, investor process | Monthly, ~€7-8K/month |
| Success fee | On the capital actually raised; aligns advisor with closing | ~1-3% of capital raised |
The structure matters as much as the numbers. The scoping phase is deliberately separate and paid, because that is what makes the feasibility assessment honest. An advisor whose only income is the success fee has every incentive to push every deal toward a raise, whether or not it should happen. A paid scoping phase makes a no-go a legitimate, valuable outcome: if the asset is not fundable, or tokenization is not the right tool, the scoping work tells you that early, before significant structuring spend, and that no-go is worth far more than the scoping fee.
The structuring retainer covers the months of build and placement at a predictable monthly cost, so the work is funded through the process rather than gambled entirely on the close. And the success fee aligns the advisor with actually closing the raise, not just billing activity: the advisor is paid meaningfully only when the business gets its capital. The combination, a paid honest assessment, a funded build, and an aligned success fee, is designed so the advisor and the business want the same outcome at every stage. The full picture of what an advisor does across an engagement is in the what a tokenization advisor does guide, and the advisor fees guide covers the cost structure in detail.
Exact figures depend on the size and complexity of the raise; these are typical ranges for a mid-size European real-asset engagement, and the precise terms are set per deal. The advisor page sets out how an engagement works in practice.
The business provides the substance; the structuring team provides the structure. What you need to have ready, or to be able to assemble, before a raise can move:
A business with its asset documentation in order is straightforward to take to market. A business with messy title, financial gaps, or opaque operating data needs to fix those first, and the scoping phase exists partly to surface them early, before time and money go into a structure that diligence would later stall. Tokenization gives a real, documented asset a capital path; it does not paper over a weak or undocumented one. The honest preparation is the difference between a raise that closes in months and one that stalls. The full investor-side diligence framework, which tells you what investors will scrutinise, is in the 9-point due diligence checklist.
Most failed tokenized raises fail before placement, in the asset or the documentation, not in the market. Knowing the common killers lets a business address them early, which is most of what scoping is for.
Title that is not clean. The asset cannot go into the SPV cleanly because of encumbrances, unclear ownership, or a structural issue with the title. This is fixable but has to be fixed first, and discovering it late wastes the structuring spend.
Financials or operating data too incomplete to underwrite. Investors cannot underwrite what they cannot see. An asset whose cash flow is real but undocumented, or whose financials have gaps, stalls in diligence until the gaps are filled.
Cash flow that is not as definable as the pitch. The asset has to produce a contractually-definable cash flow. If the income is more speculative or less contracted than it first appears, the underwriting falls apart, and that is better discovered at scoping than in front of investors.
A raise too small to justify the overhead. Below a certain size, the fixed setup cost is too large a percentage of the capital raised. The asset and the raise have to be large enough, typically a real asset or cash flow worth roughly €5M or more, for the economics to work.
Mispriced terms at placement. If the offering does not attract enough qualified investors at the size needed, the usual cause is that the asset or the yield was mispriced, not that the market is absent. The fix is revisiting the terms, not pushing harder on a price the market has rejected.
The pattern: almost every one of these is caught at scoping, which is exactly why a paid, honest scoping phase is worth far more than its fee. It finds the title issue, the financial gap, the soft cash flow, or the too-small raise before any structuring money is spent, and it prices the offering against real market terms rather than hope. A business that goes into a raise with a clean, documented, fairly-priced asset closes; one that skips the honest assessment and discovers the problems in front of investors does not.
Bring the asset, its rough value, and the amount you want to raise. A strategy call walks whether it is fundable through tokenization, what the structure and timeline would look like, the honest cost against the alternatives, and where the process might stall, so you know before any structuring spend. For European real-economy businesses with €5M+ in revenue or assets. No pitch, no obligation.
Five stages: scope (feasibility, structure, go/no-go), structure (SPV, wrapper, diligence pack), wrapper and compliance (legal/regulatory finalisation under MiCA and national rules), tokenize (issue interests on the platform), and place (to qualified investors, close the raise). Roughly 3-6 months end to end. See section 03.
Roughly 3-6 months from decision to capital. Scoping 4-6 weeks, structuring 4-8 weeks (overlapping with compliance), tokenization days, placement the most variable. Front of the timeline depends on how clean your documentation is; back depends on investor demand at the offered terms. See section 04.
Two layers: setup (legal, SPV, platform, advisory, admin, tens to low hundreds of thousands by jurisdiction/complexity) and cost of capital (the investor yield, above senior debt, below equity). Model the all-in figure against the bank or equity alternative. See section 05.
Typically three phases: scoping (fixed fee ~€15-20K, 4-6 weeks), structuring retainer (~€7-8K/month through the build and raise), and success fee (~1-3% of capital raised). The paid scoping keeps the feasibility assessment honest; the success fee aligns the advisor with closing. See section 06.
Yes. The asset goes into an SPV; investors buy interests in the SPV, not your company. You keep ownership and control of the business and usually keep operating the asset under a management agreement, earning a fee. Investors get the asset's economics, not the company. See section 02.
Clean legal title (or a clear path to it), historical financials of the asset and business, operating data that lets investors underwrite the cash flow, and willingness to go through institutional-grade diligence. Clean documentation moves fast; gaps slow it. See section 07.
Mostly pre-placement: unclean title, incomplete financials or operating data, cash flow less definable than the pitch, a raise too small to justify overhead, or mispriced terms at placement. Most are caught at scoping, which is why a paid honest scoping phase is worth more than its fee. See section 08.
No. The asset needs a definable cash flow, enough size (~€5M+) to justify the overhead, and a fit with a standardised wrapper. Real estate, energy, infrastructure, equipment leasing, and predictable receivables fit; pre-revenue businesses and asset-less software products do not. The 12 RWAs guide covers what works.