The token is the share.
Where national law recognises an electronic or tokenized share register, the on-chain register is the register. This is the cleanest outcome, and it is not available everywhere.
Private Equity STODevelopment
Your own cap table, tokenized. We build private equity STO platforms where your governing documents, your share classes and who gets paid on an exit are enforced by the contract, not rebuilt from a spreadsheet afterwards. Audited before mainnet, and the code is yours at delivery.
Running a PE fund and tokenizing investor interests in it? Different buyer, different build
→ STO and tokenization development for authorised firms.
- 2019Founded
- 12Tokenization Platforms Delivered
- 17+Smart Contract Audits Delivered
- 0Exploits Shipped to Mainnet
What the Token Is
Equity needs no vehicle to hold it:
The share already is the instrument, and your share register already is the title.
Two structures are possible, and where your company is incorporated decides which is open to you:
The token is an interest in a vehicle that holds the shares.
A nominee or holding structure holds the shares of record and issues tokens against them. It works anywhere, and the extra layer has to be documented so a holder knows what they can enforce.
National law decides which applies, not engineering, so it is settled first: EU jurisdictions · US state law.
One line turns on the money. A vehicle holding stakes in several companies, chosen for passive investors, is pooled capital. That makes it a fund, which needs a manager and above the size thresholds a depositary and an independent valuation function, whoever you are. Your own company's shares, offered directly, is not pooling.
Already an authorised manager? → the authorised-firm page. We work with your counsel on a compliance specification you both sign before any code.
Your Documents Already Restrict Transfer. The Contract Has to Agree.
A listed share is freely transferable by design. A private company share almost never is: your constitutional documents and shareholders' agreement deliberately restrict it. What they are called depends on where you incorporated. It may be articles of association, or a certificate of incorporation and bylaws, with the restrictions often in a separate shareholders' or stockholders' agreement. We work from whichever set you have, and articles below means all of it.
A token that moves on a public ledger whenever a holder chooses is, by default, more transferable than the share it represents. That contradicts your documents, and it surfaces when a transfer that should not have happened already has.
The Contract Has to Agree.
Five Restrictions the Contract Has to Enforce
Each one has to exist in the contract, not just on paper.
Restriction 01 of 05
Pre-emption rights
Existing shareholders get first refusal before a share goes to an outsider, usually with a notice period and a price mechanism. It is a timed workflow of offer, notice, window and lapse, and the transfer cannot settle until it has run. Whether you have these rights depends on jurisdiction: statutory unless disapplied in some places, only if your documents grant them in others. We build to what your documents say, not to a default.
Restriction 02 of 05
Board or company consent
Many companies require the board, or the company itself, to approve a transfer. The transfer function then needs an approval step, not just an eligibility check: the contract has to wait for a human decision and record it. This is what most distinguishes an equity build from a property one.
Restriction 03 of 05
Right of first refusal and tag-along
First refusal: when a holder has an offer from an outsider, named holders can match it first. It is triggered by a specific offer and held by specific people, not all shareholders. Tag-along: when a major holder sells, minorities can join the sale on the same terms. The contract holds the transfer until each right has been offered and has run or lapsed.
Restriction 04 of 05
Drag-along
On a qualifying exit, majority holders can compel minorities to sell. A platform that cannot execute a drag blocks your own exit, so it is built in at the start.
Restriction 05 of 05
Permitted transfers
Transfers to family, trusts or group entities are usually carved out entirely. Those exceptions need encoding too, or the contract blocks something your articles allow.
Get this right and the restrictions stop depending on someone noticing. Get it wrong and you have automated the breach.Review Your Transfer Rules
Your Share Classes, on One Register
Most private companies have more than one class of share: ordinary shares, preferred shares, and often a separate preferred class for each funding round. Each class carries its own rights:
Ordinary
Preferred
Preferred · next round
Liquidation preference
who is paid first when the company is sold
Dividend priority
who receives dividends first
Voting
whether the class votes at all
Anti-dilution
protection if later shares are issued at a lower price
Each class becomes a partition. A partition is a separate compartment on the same register. Each one has its own transfer rules, consent requirements and lock-up period, and the register tracks what every holder owns in every class. You run one offering with several classes of investor on different terms, without deploying a separate contract for each.
Your Exit Waterfall: Who Gets Paid, and in What Order
The waterfall is the order in which money from a sale is paid out. Creditors are paid first, as in any company. Preferred shareholders come next, then ordinary shareholders.
- Creditors
- Preferred shareholders
- Ordinary shareholders
Three details in your documents decide who gets what:
Participating or non-participating.
A non-participating preference takes its money back or converts to ordinary shares, whichever pays more. A participating preference takes its money back and then also shares in what is left.
Multiple.
A 2x preference gets twice its investment back before ordinary shareholders receive anything.
Order between rounds.
Your documents decide whether later rounds are paid before earlier ones or alongside them.
This is the largest payment your platform will ever make, and it happens once. If the waterfall is wrong, the wrong people get paid on the biggest transaction in the company's history. We model it against your actual documents and test it against exit scenarios before anything goes live.
What Happens to the Shares You Already Issued
Almost nobody here starts from zero. Founders and early investors hold shares already, and usually only the new round is being tokenized. That does not give you two cap tables.
One register, two partitions
Existing holdings go on as their own partition with transfer switched off. That are visible, counted, not tradeable. The tokenized round is a second partition with your transfer rules live on it. The register carries the whole share capital.
Why the untokenized holders have to be on it anyway
Pre-emption, board consent, drag-along and the preference waterfall all run on the whole share capital, not on the part that happens to be tokenized. A contract that can only see the new round cannot offer pre-emption to the people entitled to it, and cannot pay a waterfall in the right order. A register holding part of the cap table enforces part of the rules, which is the same as enforcing none.
What it asks of your existing shareholders is close to nothing
Where you would rather not put a founder with no intention of selling through onboarding, the position is recorded without issuing them a wallet, and verification attaches at the point they first want to transfer. That is a scoping choice we make with you, not a constraint. And it is settled in the compliance specification, before anything is issued.
And migrating them is not an offer
No new shares are being offered to people who already hold them, so the migration counts toward no threshold and no headcount. Only the new round is an offer, and only its conditions have to be held by the contract.
Pricing Shares When There Is No Price Between Rounds
Problem
A building has an appraisal. A private company has a funding round, and then silence.
That makes valuation the weakest link in most private-equity token offerings. The usual reference is the last priced round, which may be eighteen months or three years old, and is a price struck for a specific instrument on specific terms, not a current market value of ordinary shares. Treating it as today's price is a disclosure problem, and secondary transfers executed against it are where that problem becomes somebody's complaint.
Solution: What we build instead
A dated valuation event with its basis stated.
Round price, independent valuation or an agreed formula — recorded with its date and source, and displayed with both, so a holder can see how old the number is.
No simulated live price.
There is no market for your shares, and an interface implying one is building a fiction into a security.
Quorum and a deviation guard
Where a formula or an external source feeds the contract: an outlier halts rather than posting.
We do not value your company and we will not build a projection into the interface.
Who You Are Actually Onboarding
Three groups, and they behave differently.
Migrated
Existing shareholders, including founders and early investors, are being migrated rather than sold to. Their holdings already exist in your cap table that are usually a spreadsheet or a cap-table tool. And moving them onto a register that enforces rules means first reconciling what that cap table actually says. Expect discrepancies; they are normal, and finding them is a benefit of the exercise rather than a setback.
Given a route to sell
Employees and option holders. For many private companies this is the real reason to tokenize. Giving people with vested equity a defined route to sell some of it, rather than waiting years for an exit. Vesting schedules, exercise state and leaver provisions all have to be respected by the register.
Verified first
New investors, who need verification and eligibility before they can hold anything.
One mechanismVerified once · wallet in the on-chain identity registry
- 01Eligibility
- 02Jurisdiction
- 03Sanctions
- 04Lock-up
- 05Consent & pre-emption
- Settles
All three run on one mechanism. Your KYC provider verifies each investor once, and their wallet is recorded in an on-chain identity registry. Every transfer is then checked before it settles: eligibility, jurisdiction, sanctions, lock-up, and the consent and pre-emption steps above. Verifications expire and are renewed on a schedule, because a company can be held for a decade.
What You Can Raise
The ceiling depends on where you raise, not on the company.
In the EU, on your own non-passported offering, it is
€12 million over 12 months with no prospectus
Lower on a crowdfunding platform.
In the US the limit is who may subscribe rather than how much you raise
Reg D for accredited investors, Reg S for offshore.
Either way, your articles can narrow the answer before any threshold does.
→ Which route applies, and what it changes: EU regime and prospectus route · US regime, Reg D and Reg S · or the full picture at the pillar: RWA tokenization development
Find Your RouteWhat You Get
What our private equity tokenization development puts in your hands.
Share register on-chain
Your cap table as the ledger itself, updated on every transfer, personal data off-chain
Partitions per class
Ordinary, preferred, each round — own lock-ups, own consent rules, one register
Consent workflow
The transfer waits for board approval and records it. An unapproved transfer does not settle
Pre-emption workflow
Offer, notice, window, lapse — run as a timed process, not an email chain
Drag and tag
Executable on a qualifying exit, so your own exit is never blocked by the platform
Preference waterfall
Modelled against your actual documents and tested at your round structures
Dividend logic
Per class, in preference order, where a class carries it
Cap table reconciliation
Your existing spreadsheet reconciled before anything is issued
Security audit
Our full internal review on every contract, plus an independent third-party audit where your board or your offering requires one, we scope and manage it, a firm that did not write the code performs it
The codebase
Yours outright at delivery, deployed by us to your own infrastructure. No licence fee and nothing to renew
How the Build Runs
Documents and reconciliation
Your articles, shareholders' agreement, cap table and your offer route read together — including where the two documents disagree with each other, which is more common than not.
Compliance specification
Every restriction, consent gate and preference term mapped to what the contract will enforce. You and your counsel approve it before any code.
Contracts and workflows
Register, partitions, consent and pre-emption gates, the waterfall.
Portal, audit and handover
Shareholder and issuer interfaces, our internal security review, then an independent third-party audit where your board requires one, managed by us, performed by a firm that did not build it. Then mainnet, and the code handed to you.
The full engagement shape is on the pillar page.
What Companies Ask Us
“
Why not just leave the cap table in a spreadsheet?
OUR ANSWER
Because a spreadsheet does not stop a transfer. Your articles restrict transfer; a spreadsheet records that someone breached them. That is the whole difference, and it is why reconciling the spreadsheet is first move one.
01 / 03
How We Prove It Works
Before launch we run the scenarios that decide whether an equity platform is safe to open.
- A transfer attempted without board consent
- A transfer that skips a live pre-emption window
- A drag-along executed against a dissenting minority
- A leaver's unvested shares
- An exit waterfall paying participating and non-participating preferred in the right order at several round structures
- A holder whose verification lapsed mid-hold
- An outlier valuation halting instead of posting
Delivery spans real estate, vehicle and fleet, private credit and commodity structures across the EU, the UK and the US, including builds published in full with the clients named — DIVAC LLC and a UK firm under the FCA's Appointed Representative framework.
What the call adds is the method behind those builds — the compliance specification, the audit methodology and the test evidence — read against your articles, your shareholders' agreement and your cap table.
We are ISO/IEC 27001 certified — covering what we handle during the build: your articles, the cap-table extract you share for reconciliation, source code, deployment credentials. Your live register and your shareholders' personal data stay with you, in your platform on your infrastructure. For a company opening its register to outside investors, that is the answer your existing shareholders actually want: the data never left the company.
Download the Audit ReportThe Private Equity Tokenization Tech Stack We Build On
Each layer is chosen with you at scoping, against your existing systems and your data-residency and resilience requirements.
01Frontend and Backend
02Database
or the database you already run03Blockchain Networks
Chain-agnostic: public EVM, non-EVM or a permissioned ledger, chosen at scoping04Smart Contract Languages
Solidity and Vyper on EVM chains, Rust on non-EVM chains05Blockchain Dev Tools
06Valuation feeds
Signed by your administrator/valuation function, or by Chainlink where an external source is needed07KYC / Compliance Integration
08Cloud Infrastructure
or your own estate where data residency requires it
Tokenize the Equity You Already Issued
Bring your articles, your shareholders' agreement and your cap table. We will tell you what the contract has to enforce — and where the two documents disagree with each other.
FAQs
01Do we need a licence to tokenize our own shares?
Issuing your own equity is not operating a regulated service, so typically no licence of your own. What changes the answer is pooling — holding other people's capital and deciding where it goes engages a manager and a different regime entirely. We establish which side of that line you are on in the compliance specification, before development.
02Our articles require board approval for every transfer. Does that break tokenization?
No — it is the thing we build. The transfer function holds the share until consent is recorded, and an unapproved transfer does not settle. The same applies to pre-emption windows. If your articles restrict transfer, the contract should restrict it identically; a token that moves more freely than the share is a defect.
03Our cap table is a spreadsheet and we are not certain it is right.
That is the normal starting position. Reconciling it is the first piece of work, before anything is issued, and we would rather find the discrepancies then than after a register exists that people rely on.
04We have no dividends. What do investors actually receive?
Capital, on an exit. Most private companies distribute nothing in the meantime, which means the distribution engine is idle for years and the waterfall is the part that matters. That is the opposite shape to a rental asset, and it should be described that way to investors rather than implying a yield.
05What does this cost, and what changes it?
We will not print a range — one that fits every cap table fits none. Five answers move it, and most are about your documents rather than our software: how many share classes the register has to carry, how far your cap table has drifted from your articles, whether the articles need amending before a token can represent a share where you are incorporated, how many existing shareholders are being migrated rather than sold to, and whether an employee scheme with live vesting is in scope. Bring those and the call produces a scope and a real figure. The pillar page sets out the full driver list.
06Can shareholders sell before an exit?
That is usually the point. After any lock-up, and once consent and pre-emption have run, holders can transfer to other verified and eligible holders through the same compliance engine. It gives employees and early shareholders a defined route to partial liquidity. It is not a public market and should never be presented as one.
