RWA Tokenization: Structuring Real World Assets via an Estonian SPV

Asset tokenization has been growing especially rapidly in recent years and is increasingly used as a practical tool for working with real assets (Real World Assets, RWA). It simplifies the record of rights, makes an asset “divisible” for investors, and in some cases speeds up fundraising. In practice, the success of tokenization often depends not on the blockchain, but on the legal structure — who owns the asset, what rights the investor receives, and how the transfer of those rights is recorded.

In this article, we will examine how to use an Estonian OÜ as an SPV (Special Purpose Vehicle), and consider two approaches:

Tokenization is the digitization of an asset by issuing unique digital tokens on a blockchain that represent ownership rights or claims to a real asset. Simply put, a token becomes a “digital certificate” for a share of an asset that can be freely owned and traded online. This allows large assets to be split into small shares so that even small investors can participate.

The concept of Real World Asset or RWA means tokenizing real, off-blockchain assets — for example, real estate, commodities, securities, or contractual receivables. RWA tokens are always tied to something that physically exists or is legally documented in real life, but they allow you to handle that asset as easily as cryptocurrency.

The tokenization process lowers investment barriers, making real assets more accessible, liquid, and transparent. Splitting an asset into tokens allows investment in small fractions, broadens the range of investors, and brings the asset to the global market. Recording transactions on the blockchain ensures transparent tracking of rights, and combining the real value of assets with digital technologies increases the efficiency and flexibility of investments.

In tokenizing real assets, the legal structure is especially important: unlike “purely” digital tokens, RWAs are tied to an offline asset, and rights to it are determined by laws, contracts, and state/corporate registries. To connect the blockchain with this offline reality, an SPV is typically used — a specially created company that serves as a legal “container” for the asset. As a rule, the asset is first transferred onto the balance sheet of the SPV, and then through the SPV tokens are issued that give investors rights to the income from the asset or other economic rights (depending on the model and documents).

An SPV solves several tasks at once: it isolates the project’s risks from the founders’ other assets, makes the ownership structure clear to investors, and simplifies enforcement — tokenholders’ rights are recorded in the charter and agreements with the SPV, rather than remaining “just a record on the blockchain.” Additionally, this wrapper eases compliance and interaction with regulators (including KYC/AML and issuance/disclosure requirements), and also helps attract capital by splitting the asset into smaller shares. As a result, the SPV becomes

As an SPV for tokenization, many choose an Estonian limited liability company (Osaühing, OÜ), since Estonia has established itself as a jurisdiction friendly to tech startups and foreign investors. Below are the advantages of using an Estonian OÜ as an SPV:

Legally, tokens issued by an SPV can grant investors different types of rights. In practice, two main schemes of real asset tokenization through an SPV have emerged. The choice between them depends on the nature of the asset, the founders’ preferences, and investor expectations. Below we consider both schemes, how they work, and their advantages and features.

This is the most common RWA tokenization format: the SPV (e.g., an OÜ) becomes the legal owner of the real asset, and tokens are sold to investors that secure contractual claim rights against the SPV. In other words, a token is not a share in the company and does not confer corporate rights, but provides a right to an economic benefit associated with the asset.

In practice, the SPV enters into an agreement with investors: token holders receive, for example, a share of rental income or a portion of the profit from the sale of the asset. Such tokens are often formalized as investment contracts or debt/asset-backed instruments: the SPV commits to pay tokenholders certain amounts (income, interest, buyback price, etc.) on conditions set out in the smart contract and offline documents (issuance terms, offer, white paper, investment agreement).

Below are the key strengths of this approach, where the asset is held by a project company (SPV) and the token gives the investor a claim right against that company (for payments/share of revenue), but does not make them a shareholder of the company.

Below are some weak points of this scheme that should be addressed in advance through documentation and governance, because in this model the token is primarily a claim against the company, not a property right.

In the second model, token holders become participants of the SPV, and the token itself represents a share (stake) in the company’s capital — essentially an equity token. To maintain project manageability, different classes of shares are usually introduced: the founders keep Class A (voting and controlling), and investors are offered tokenized Class B shares — typically non-voting, but with rights to a share of profits (dividends/portion of value).

Estonian law allows such distinctions to be set out in an OÜ’s charter: you can provide for classes of shares with special rights, including non-voting shares with dividend rights. In this case, the token is a digital representation of the corresponding share, and the token buyer effectively becomes a minority participant of the SPV (in a simplified, “tokenized” form).

Below are the key strengths of the approach where the investor becomes a participant in the project company and receives a stake in it, even without voting rights.

Below are the main trade-offs of this scheme: here the investor is closer to ownership, but the corporate and regulatory aspects are usually heavier.

In tokenizing real assets, the key risk is not the “token technology,” but the legal classification of the rights and the project’s activities. First of all, you should assess whether the token/transaction falls under financial instruments (in which case MiFID applies) and whether a prospectus obligation arises (Prospectus Regulation), and if the instrument is not a financial one — whether the MiCA regime applies (including requirements for a White Paper and offering rules).

In practice, we recommend designing the offering from the very start so that it looks like a private or limited offering and, if possible, fits within typical exemptions from a prospectus/public disclosure. Usually, the focus is on the following criteria (in most cases, meeting one condition is sufficient, but this may depend on the jurisdiction and the specific qualification):

Separately, it is important to review the project’s activities: if you are not just issuing a token, but are in fact organizing its sale/resale, matching buyers and sellers, taking funds “under management,” holding keys/tokens for clients or promising liquidity — this could be considered a regulated service and require a separate legal analysis and possibly permits/licenses.

Tokenization of real assets (RWA) via an SPV is indeed a powerful tool, but there is no universal solution: the structure is chosen based on the project’s goal, type of asset, and investor expectations.

If it is important to quickly attract financing and maintain management control, tokens are more often used as contractual claim rights against an SPV: the investor receives economic rights, and management of the asset stays within the company. If the task is to give investors a more “classic” equity participation and build a long-term partnership, then tokenized SPV shares (for example, Class B units without voting rights) make more sense, where the investor becomes a participant in the company that owns the asset.

In both cases, careful legal groundwork is critical: a token is not magic, but a digital form of already known rights. An Estonian OÜ as an SPV provides a convenient foundation (limited liability, digital administration, European jurisdiction), but the result depends on how carefully you “stitch” together law and technology.

If you plan to tokenize real assets and want to set everything up properly — from the ownership structure and investor rights to documentation and verification procedures — contact us. We will help choose an appropriate approach for your project and eliminate in advance the weak spots that usually surface only after launch.

We can also conduct a preliminary assessment of regulatory risks, suggest how to safely organize fundraising and secondary trading, and assemble a clear “roadmap” for launch: what needs to be done, in what order, and which decisions to make at the start, so you don’t have to redo things later.