Every operator considering tokenization asks the same question at some point in the first call: "So what am I paying you for, exactly?" The honest answer is six categories of work that compress into three to five weeks of structuring, outreach, and closing. This guide walks the work week by week, with what gets done, who does it, and what it costs.
A tokenization advisor sits between the operator and the allocator. Three roles in adjacent industries get confused with the advisor role:
Not a lawyer. The lawyer drafts the SPV articles, the subscription agreement, and the jurisdiction-specific filings. The advisor coordinates with the lawyer and pays attention to commercial implications of the legal choices, but does not draft legal opinions. A good advisor knows when to bring the lawyer in early and when the lawyer's work is done.
Not a platform. Tokenization platforms (Tokeny, Polymath, Securitize) provide the software stack that mints and manages tokens. The advisor selects the platform that fits the deal, integrates it with the legal structure, and runs the issuance. The platform is a tool; the advisor is the operator of that tool plus everything around it.
Not a fund manager. A fund manager pools capital with discretion to allocate. A tokenization advisor sources individual deals and brings each one to allocators who decide for themselves. The advisor never custodies capital, never has discretion, never runs a fund. This distinction is what keeps the advisor outside of MiFID II investment-firm authorisation in most EU jurisdictions and what gives allocators direct ownership of the SPV.
What an advisor IS: the person who turns a real-sector asset into a structure that allocators can underwrite, and who has the allocator network to actually place it. Both parts matter. A brilliant structurer with no allocator base closes zero deals. A connected introducer who cannot structure produces messes that fall apart at DD. The advisor does both.
Thirty minutes. Free. No NDA required for the first call; the goal is to qualify the deal, not to disclose sensitive specifics. The operator brings four items: a one-page description of the asset and the raise, two to three years of financial history (or a financial model with grounded assumptions for new assets), clean ownership documentation, and the timeline plus jurisdiction.
The advisor asks four questions and listens carefully to each answer:
By the end of the 30 minutes, the advisor gives a clear yes or no on fit. Not "let me think about it". Either the shape fits the desk and the work starts in week 1, or the shape does not fit and the advisor points the operator toward a more appropriate venue (bank debt, traditional private placement, VC, or a different specialist advisor).
Vague first-call answers from an advisor are a red flag. See the seven questions guide for what good answers look like across the whole evaluation.
Two parallel streams of work, both completed in week 1.
Three questions drive the wrapper choice: where is the asset, who are the allocators, and what is the operator's residency? The advisor walks through the trade-offs:
The recommendation is one paragraph long and goes to the operator in writing. The operator confirms before any incorporation fees are spent.
Once the jurisdiction is locked, the advisor engages a local lawyer they have worked with before. The advisor gives the lawyer the cap table outline, the asset transfer mechanics, and the operating-control protections the operator needs. The lawyer drafts the articles of association.
In parallel, the advisor selects the tokenization platform (Tokeny is the most common for EU-domiciled tokens under ERC-3643), coordinates the technical issuance specification, and begins the cap-table software setup. None of this is visible to the operator yet, but it determines whether the deal can ship in week 5 or slips to week 8.
Three documents land on the operator's desk for review and signature in week 2:
Articles of association. The constitution of the SPV. Defines the share classes, the voting rights, the protective clauses for the operator (reporting, change-of-control, dilution caps), and the distribution waterfall. Allocator-friendly without giving away operational control.
Subscription agreement. The template document each allocator will sign to enter the SPV. Defines the ticket size, the price, the representations the allocator makes (qualified-investor status, sanctions screening), and the closing mechanics.
NDA framework. The non-disclosure agreement the advisor and allocators sign before any sensitive disclosure of operator financials or deal specifics. Mutual NDA, standard EU template, 24 months.
Behind the scenes, the advisor also finalises:
The operator's job in week 2 is reviewing and signing. The lawyer's job is finalising. The advisor's job is coordinating both and unblocking anything that stalls.
The work that operators most often cannot do alone. Week 3 is when the deal goes from "private structuring" to "visible to qualified allocators".
The advisor sends the deal sheet to a short list of allocators in their network whose ticket range, risk appetite, and asset preferences match the deal. NDAs are signed before any sensitive disclosure. The outreach is targeted, not mass-emailed: typically 10 to 25 allocators per deal, not 500.
Why targeted matters. A €2M industrial property deal in Austria is interesting to a specific subset of HNW allocators with DACH exposure and a real-estate alternatives mandate. Sending it to a generic crypto-curious mailing list wastes the deal sheet on people who will not allocate, while sending it to the right 15 allocators produces 3 to 5 expressions of interest in the first week.
The operator typically participates in one or two introductory calls in week 3, hosted by the advisor. The advisor handles the rest of the outreach. The operator gets a weekly update with three things: who has been approached, who has expressed interest, and what objections have come up.
If objections cluster around a specific aspect of the structure (jurisdiction choice, fee level, exit mechanics), the advisor flags it immediately and proposes an adjustment. Some deals never make it past week 3 because the structure does not survive allocator-side scrutiny; the advisor's job is to surface that before the operator wastes another month.
Interested allocators move into due diligence. Three streams in parallel: legal, financial, operational.
Legal DD. Allocators or their lawyers review the SPV articles, subscription agreement, ownership chain, and any liens or encumbrances on the underlying asset. Advisor coordinates the data room (a shared folder with all documentation) and answers questions within 24 hours.
Financial DD. Allocators stress-test the financial model under conservative assumptions. They check the cash-flow story, the assumptions on tenant or off-taker quality, the depreciation schedule, the tax treatment. The advisor pre-positions a defensible model in week 1 so this stream goes faster.
Operational DD. Allocators want to know the operator can actually operate. References from prior tenants, customers, or counterparties. Site visits if the asset is physical (warehouse, BESS unit, solar park). The advisor arranges site visits and reference calls, often within the same week.
By the end of week 4, the advisor has term sheets from one or several allocators. The work shifts to negotiating final terms: ticket size, price per share or token, any operator-protective clauses, exit windows, distribution mechanics. Most term sheets land within a few percentage points of the advisor's proposed terms; the negotiation is on edge cases, not the structural shape.
If multiple allocators are interested, the advisor manages the allocation. Larger raises (€5M+) often syndicate across 3 to 8 allocators; smaller raises (€100K to €2M) sometimes close to a single allocator.
Subscription agreements are signed by each allocator. The advisor coordinates final wire instructions, the lawyer files any remaining jurisdiction-specific paperwork, and the SPV bank account receives the first wires.
On the same day:
Operations begin. The operator runs the asset; allocators receive distributions on the schedule defined in the articles; the advisor stays in coordination contact for any reporting questions but is no longer billing on the deal.
The 35-day timeline above is for raises in the €100K to €5M range with clean documentation. Larger raises with multi-jurisdiction structures or third-party valuations take 6 to 10 weeks. Faster than this is possible for very simple deals; slower than this usually signals a structural issue worth surfacing.
The advisor's billable work ends at close. What continues without an ongoing fee:
Coordination between operator and allocators for reporting questions, restructuring discussions, or any communication that needs to happen across the 5 to 25 allocators on the cap table. The advisor stays as a single point of contact rather than each allocator emailing the operator separately.
Communication when something slips. The most important post-close work is what happens when an operator counterparty falls short of expectations. The advisor's commitment is to phone allocators within the week the operator reports drift, walk through the situation, and propose options. This is what separates the advisor model from a one-shot placement broker.
Secondary placement, if needed. If an allocator needs to exit before the SPV's natural end, the advisor coordinates a secondary placement to another holder in the network. This is not always possible, and it is not a primary product of the advisor relationship, but it is something the advisor does when their network supports it.
What the advisor does NOT do after close: operate the asset (that is the operator), draft new legal opinions (that is the lawyer), or provide ongoing investment advice (that is regulated activity in most jurisdictions and outside the advisor's scope).
The shape of the work is the same. The timeline and the depth shift.
Timeline extends to 6 to 10 weeks. Larger allocators (treasury managers, family-office investment committees, sovereign wealth-adjacent vehicles) run deeper DD with more committees and more sign-offs. Their internal cycles are 2 to 4 weeks longer than HNW individuals.
Structuring complexity adds. Multi-jurisdiction assets often require a holding SPV above a local subsidiary, both of which need separate filings. Treaty positions and dividend withholding mechanics matter more because the absolute cash flows are larger.
The lead-allocator pattern shows up. One large allocator commits first, often at a discount, and others follow. The advisor's job becomes managing the lead allocator's terms in a way that does not damage the relationship with later allocators.
Audit and third-party valuations come into scope. For raises above €15M, allocators typically demand an independent valuation of the underlying asset and a Big Four audit of the operator's financials. Both add cost and time that the advisor coordinates.
Regulatory scrutiny tightens. Some larger structures require AIFM (Alternative Investment Fund Manager) authorisation if they technically constitute a fund. The advisor flags this in week 0 and recommends a different structure if AIFM is not the right path.
The fee structure does not change at scale (still 3 to 5 percent at close, sometimes lower at very large tickets), but the total dollar amount becomes meaningful enough that some advisors are willing to negotiate cleaner economics in exchange for exclusivity on the deal.
Independent tokenization advisor sourcing real-sector deals across the EU. Allocator-paid model. 3 to 5% one-time fee at close. By the end of the call you have a clear yes or no on fit.
Six categories of work: qualifies the deal on the first call, analyses jurisdiction and recommends the legal wrapper, coordinates SPV incorporation with a local lawyer, drafts or reviews the legal package and token issuance specification, conducts allocator outreach with NDAs in place, closes the deal and hands off to ongoing operations. Three to five weeks for raises in the €100K to €5M range.
35 days for clean €100K to €5M raises. 6 to 10 weeks for €10M+ or multi-jurisdiction. The bottleneck is allocator-side DD, not structuring.
30 minutes, free, no NDA. Operator brings asset description, financial history, ownership documentation, timeline. Advisor gives a clear yes or no on fit by the end. Read the seven questions guide for what to ask back.
Deal sheet, cap table, token issuance specification, NDA framework. The lawyer drafts the SPV articles, the subscription agreement, and any local filings. Different roles, both required.
Yes. The advisor reaches out to qualified allocators in their existing network, manages NDAs, coordinates DD calls, and runs the term-sheet negotiation. The operator participates in one or two key calls but does not have to manage the allocator side.
No custody of capital, no discretionary fund, no legal opinions (that is the lawyer), no tax advice (that is the accountant), no operating the asset (that is the operator). The advisor coordinates the deal; they do not run it.
Coordination continues without an ongoing fee: communication between operator and allocators, secondary placement if needed, communication within the week if a deal slips. Reporting cadence is defined in the SPV articles, not in an ongoing advisor contract.
A one-time fee of 3 to 5% of the ticket, paid at close. The cleanest structure for the operator is the fee paid by the allocator at close, so no direct cash outlay for the operator. See the dedicated fees guide for every line on the invoice including lawyer, platform, and ongoing costs after close.
Technically yes using a no-code platform. What you cannot do without an advisor is reach private allocators with credible distribution. If you have a captive allocator base, you can skip the advisor. If not, the advisor's network is the value.
The advisor surfaces structural issues in week 3 or 4 and proposes adjustments. Some deals never make it to close because the structure cannot be defended; the advisor's job is to surface that early rather than push through to a failed raise.