Operators ask the fee question two ways. On the first call it sounds like "what is your commission". By week 3 it sounds like "wait, what else are we paying for". This guide lists every line on the invoice in a tokenized real-sector raise, the EU benchmarks for each, who pays what, the ongoing costs after close, and the red flags that should kill a fee proposal before you sign.
Every tokenized real-sector raise carries three distinct costs. The advisor coordinates the deal. The lawyer drafts the structure. The platform issues and tracks the tokens. Different people do the work, different invoices show up, different timing for each payment.
| Cost | EU benchmark | When paid |
|---|---|---|
| Advisor fee | 3 to 5% of raise | At close |
| Lawyer fee | €5K to €25K | On incorporation |
| Platform fee | €2K to €8K setup + 0.5 to 1.5% of raise | Setup + at issuance |
| Total on a €1M raise | ~€60K to €90K | |
| Total on a €5M raise | ~€200K to €300K |
Two observations from that table. First, the advisor fee is the largest single line in almost every deal under €5M. That is why allocators and operators both fixate on it. Second, the total cost compresses as a percentage as the raise gets bigger. A €1M raise carries a roughly 6 to 9 percent total cost stack. A €5M raise carries 4 to 6 percent. A €15M raise compresses below 3 percent total.
This is why small raises are difficult to structure profitably. €200K raises exist (mobile battery trailers, for example) but require highly standardised templates because the absolute fees would otherwise eat 10 to 15 percent of the raise.
Two clean models exist in the EU market for who pays the advisor fee. Both are legitimate. Each one creates a slightly different alignment.
The advisor fee is collected from each allocator's wire at close, before the wire enters the SPV. If an allocator commits €500K and the advisor fee is 4 percent, the allocator's wire is €520K, €20K of which goes to the advisor and €500K of which becomes their subscribed capital in the SPV. The operator pays nothing in direct cash for the structuring work.
Why this aligns: the advisor is paid only when allocators commit. No close, no fee. The advisor has every incentive to structure a deal that allocators will actually wire into, not just a deal that looks good on paper.
Why allocators accept it: they are buying access to a sourced, structured, vetted deal. The 4 percent over the subscription price is the price of access. Most institutional allocators in Europe have been paying this through funds for two decades and recognise it as standard.
The advisor fee is deducted from the closing proceeds. If the raise closes at €1M and the fee is 4 percent, the operator receives €960K into operations and €40K goes to the advisor.
Why some operators prefer this: it keeps the per-token price clean. Allocators wire exactly what they signed for. No on-top fee on the subscription documents.
Why it creates a small bias: the advisor is paid out of any close, including marginal ones. There is a slight gravitational pull toward closing a deal that maybe should not close.
Above €5M, deals often split the fee. The first 2 percent comes from allocators, the next 1 to 2 percent comes from the operator. This works because at scale the operator can afford to pay for the certainty of close, and allocators get a slightly lower on-top fee that reduces friction in subscription documents.
The point is not which model is correct. The point is that the structure should be explicit on page 1 of the fee proposal, with the math worked out for the specific raise size on the table. If the advisor cannot tell you who pays in two sentences, the proposal is unfinished.
The fee structure is a signal about how the advisor thinks about the work. Four shapes show up in the EU market.
3 to 5 percent of the actual amount raised, paid at close. This is the EU benchmark for independent advisors on deals between €100K and €5M. It aligns advisor income with deal completion. If the deal closes at €600K instead of the €1M target, the advisor is paid on €600K, not the target.
A fixed amount independent of the raise size, paid at close. Common for repeated structures where the advisor has high template leverage (mobile equipment SPVs, standardised solar trading cycles). Typical range €15K to €50K. Operator-friendly for large raises, advisor-friendly for small raises. A €30K flat fee on a €5M raise is 0.6 percent. The same flat fee on a €500K raise is 6 percent.
A monthly retainer of €3K to €10K during the structuring phase, plus a reduced close fee (often 1 to 2 percent instead of 4). Common for complex multi-jurisdiction structures where the structuring work runs 8 to 12 weeks and the advisor is essentially the operator's part-time CFO during that window. The retainer is sometimes credited against the close fee, sometimes not. Read the contract.
No fee unless the deal closes above a defined floor. Below the floor, no payment. Above the floor, percentage on the amount over the floor (typical 4 to 6 percent because the advisor is taking the risk of zero). Used in highly speculative raises where allocator demand is genuinely uncertain. Rare for established asset classes. Useful for novel structures where neither side knows what allocators will pay for.
Fees charged at signing of the engagement letter before any structuring work has produced an output. Fees charged on the raise target instead of the close. Perpetual percentages of distributions long after the deal has closed. Each of these structures appears occasionally in the market and each one creates misaligned incentives. See the red flags section.
The 3 to 5 percent range comes from the actual hours of work and the scarcity of advisors with allocator distribution. A typical €1M to €5M raise consumes 80 to 200 hours of advisor time across qualification, jurisdiction analysis, legal coordination, allocator outreach, due diligence response, and close. At a notional billing rate of €300 to €500 per hour for senior structuring work, that translates to €25K to €100K of human effort. On a €1M raise, that lands at 2.5 to 10 percent. On a €5M raise, 0.5 to 2 percent. The percentage shapes itself around the size.
The scarcity premium pushes the number upward. Independent advisors with credible EU allocator distribution number in the low hundreds, not thousands. The same applies to operators with structured real-sector deals worth tokenising. Matching the two is the actual value, and the market clears at the 3 to 5 percent range for raises in the median band.
Raises above €10M routinely close at 1.5 to 3 percent because absolute fees of €150K to €300K still produce a healthy income for the structuring work. Standardised templates where the advisor is reusing 90 percent of a prior deal (mobile equipment SPVs, repeat solar trading cycles) also compress to 1 to 2 percent.
Below 3 percent on a €1M first-time bespoke raise should trigger questions. Either the advisor is buying market presence (legitimate, but ask what is being skipped) or the included scope is narrower than the EU standard. Find out what is missing.
Raises below €500K can rise to 5 to 7 percent because the structuring work has a floor regardless of raise size. A €200K mobile battery trailer SPV requires roughly the same legal package as a €500K stationary container SPV. The percentage on €200K compensates for the absolute hours.
Above 7 percent should trigger questions. Either the deal is genuinely novel and the advisor is pricing the risk of failure, or the advisor is uncalibrated to the market. Get a second quote.
The lawyer drafts the SPV articles of association, the subscription agreement, the local jurisdiction filings, and any required legal opinions. The advisor coordinates with the lawyer but does not draft legal documents. The lawyer is paid by the operator on the lawyer's hours, separately from the advisor fee.
| Wrapper | Lawyer fee | Timeline |
|---|---|---|
| Romanian SRL | €5K to €8K | 5 to 7 days |
| Austrian SPV | €12K to €18K | 3 to 4 weeks |
| Liechtenstein SPV | €10K to €15K | 3 to 4 weeks |
| Maltese SPC (PIF) | €18K to €25K | 4 to 6 weeks |
| Singapore SPC | S$8K to S$15K | 2 to 3 weeks |
The advisor should recommend a lawyer they have worked with before in the relevant jurisdiction, but the bill comes directly to the operator. The advisor never marks up the lawyer's invoice. If you see a lawyer fee bundled into the advisor fee with no separate line item, treat it as a red flag.
The fees above cover incorporation, the legal package, and the first round of subscription document drafting. They do not cover ongoing legal work (allocator-specific negotiations, regulatory inquiries, secondary transfers), which is billed separately on hours as it arises.
The tokenization platform handles three things: minting the tokens, running the allocator KYC and AML, and tracking the cap table on chain. Three platforms cover most EU permissioned issuance under ERC-3643: Tokeny, Polymath, Securitize. Each charges a setup fee plus a percentage of the raise.
Self-hosted token contracts (custom ERC-1400 or ERC-3643 deployed by an in-house engineer) avoid platform fees but require ongoing engineering support that almost always exceeds the platform fee in year one. Use a platform unless the deal has a specific reason to be custom.
Platform fees are the most negotiable line in the stack because the cost-to-platform of marginal issuance is near zero. A direct conversation with the platform's commercial team on a €3M+ raise usually compresses the percentage by 20 to 30 percent.
The advisor fee, lawyer fee, and platform fee are one-time costs paid in weeks 1 through 5. After close, four ongoing costs continue for the life of the SPV. Most operators underbudget these on the first call.
| Ongoing cost | EU benchmark | Frequency |
|---|---|---|
| Platform subscription | €500 to €2K / month | Monthly |
| Annual jurisdiction filings | €1K to €5K | Yearly |
| Audit (if required) | €10K to €25K | Yearly |
| SPV accounting | €3K to €10K | Yearly |
| Total ongoing | €20K to €60K / year |
The platform subscription continues for as long as tokens are outstanding. Annual filings depend on jurisdiction (Austria higher, Romania lower). Audit is required if the SPV articles commit to one, which they often do when allocators include institutional family offices. SPV accounting is the operator's job, paid to a local accountant.
None of these are advisor fees. They are SPV operating costs. The advisor's job at close is to walk the operator through them in writing so the first quarterly distribution does not contain unpleasant surprises. If the engagement letter does not include a one-page ongoing-cost projection for the SPV, ask for one before signing.
One nuance worth flagging: withholding tax on distributions to allocators is jurisdiction-specific and can run 0 to 25 percent depending on allocator residency, tax treaty coverage, and SPV structure. This is not a fee, but it directly affects net distribution to allocators and should be modelled before structure is locked. See the glossary for definitions of the relevant terms.
A clean fee proposal fits on one page. It states ten things explicitly:
Anything longer than one page is hiding ambiguity. Anything missing one of these ten items is incomplete. The proposal is a contract, but it is also a credibility test: an advisor who cannot fit their offer on one page has not done the structuring work behind the scenes.
1. Upfront fee before close. An advisor who needs cash before producing closed allocator wires is either undercapitalised or running a different business model than advisory. There are legitimate exceptions (deep structuring work on novel jurisdictions, fact-finding trips, asset valuation), but each one should be itemised and each one should be small (under 10 percent of the projected total fee).
2. Fee on raise target rather than actual close. The trigger should be the amount actually wired, not the amount initially aimed for. A €1M target raise that closes at €600K should be billed on €600K. Fees on targets create a perverse incentive to set high targets and overpromise allocator demand.
3. Perpetual percentage of distributions. A 1 percent ongoing fee on every distribution for the life of the SPV adds up. On a €2M deal generating 12 percent per year for 10 years, a 1 percent ongoing fee extracts €24K every year, €240K total, on top of the close fee. This is the fund-management model, not the independent-advisor model. Either model is legitimate, but they are very different products at very different prices.
4. Lawyer fee bundled into advisor fee with no itemisation. The lawyer is a separate professional, paid on hours. Bundling allows the advisor to mark up the lawyer's invoice without the operator seeing the markup. Always require itemised lawyer billing direct from the lawyer.
5. Retainer plus close fee with no compression. A €5K monthly retainer for 12 weeks plus a 4 percent close fee on a €1M raise is €15K retainer plus €40K close, total €55K, or 5.5 percent. If the close fee is not reduced to reflect the retainer income (typically to 2 to 3 percent), the advisor is double-dipping. Compression should be in writing.
Trust your gut on these. Every red flag above is occasionally defensible by a specific advisor with a specific structure. The test is whether the advisor can explain in two sentences why their structure looks different from the EU benchmark. If the explanation runs longer than two sentences and includes the word "unique", the answer is no.
Thirty-minute strategy session. Send me the fee proposal in advance and we walk it line by line on the call. Allocator-paid, 3 to 5 percent EU benchmark, no markups on legal or platform. Honest read on whether the proposal is structured right for your raise.
3 to 5 percent of the raise at close is the EU benchmark for raises between €100K and €5M. Smaller raises (€100K to €500K) can rise to 5 to 7 percent because absolute hours have a floor. Larger raises (€10M+) compress to 1.5 to 3 percent. Read section 4 for why the percentage shapes itself around the size.
In the cleanest model the allocator pays at close, on top of the subscription price. Operator-paid is also common (fee deducted from proceeds). Hybrid splits are the norm above €5M. Read section 2 for the alignment implications of each.
€5K to €8K for Romanian SRL incorporation. €12K to €18K for Austrian SPV. €18K to €25K for Maltese SPC. The lawyer is paid by the operator on hours, separately from the advisor fee. The advisor recommends the lawyer but never marks up the bill.
€2K to €8K setup plus 0.5 to 1.5 percent of the raise at issuance. Tokeny, Polymath, and Securitize cover most EU permissioned ERC-3643 issuance. Self-hosted contracts avoid the fee but require ongoing engineering support that usually costs more in year one.
Not from the advisor in the independent model. The platform subscription continues (€500 to €2K per month). Annual filings, audit, and SPV accounting run €20K to €60K per year total for a single SPV. Read section 7 for the line items.
Yes. Down on the percentage for raises above €10M. Up on the included scope for raises under €500K. The percentage itself is rarely the right lever; what is included for the percentage is where the real negotiation happens.
One page. Ten items explicit: raise size, percentage, trigger, who pays, included scope, excluded scope, no-close treatment, below-target treatment, timeline, ongoing-cost projection. Read section 8 for the full checklist.
Upfront fee, fee on target instead of close, perpetual percentage of distributions, lawyer fee bundled in with no itemisation, retainer plus close fee with no compression. Read section 9 for why each one is a problem.
Traditional private placement memoranda charge 2 to 6 percent placement fee plus 1 percent annual management. Tokenization replaces the placement fee at a similar percentage, removes the management fee in the independent advisor model, and adds platform fees of 0.5 to 1.5 percent. Net is roughly similar in year 1 and meaningfully cheaper from year 2 onward.
Then the raise is probably too small to tokenize. Below €100K, the absolute fees consume more than 15 percent of the raise even with the most standardised templates. Use traditional friend and family rounds or syndicate platforms for raises below that floor. Tokenization economics work above €100K, optimise above €500K, and become unambiguously attractive above €2M.