Underlying asset
Verify ownership, encumbrances, valuation, cash flow and the asset provider's ability to perform.
03 / RWA & CRYPTO FUNDS
RWA & Crypto Funds
Connecting underlying assets, investor rights, fund structures, licensing and exit mechanics into a verifiable product.
UPWELL APPROACH
We first verify the underlying asset, title and cash flow, and clarify the relationships among the asset provider, project, fund, custodian and investors.
We then design the entity, fund, token, transaction documents and ongoing compliance route around the funding objective, target market and exit.
HOW WE ASSESS
A practical assessment framework
The label attached to a product or matter is rarely decisive. We focus on what actually happens, who controls it and where the legal and operational connections arise.
Rights and cash flow
Define what investors receive, how returns arise and what remedies exist if performance fails.
Structure and token
Design asset-holding, fund or SPV arrangements, token functionality, issuance and governance.
Markets and regulation
Assess securities, funds and virtual-asset rules by investor location, offering method and service role.
CAPABILITIES
RWA and crypto-fund legal support
The work covers underlying-asset verification, product and fund structuring, offerings, licensing analysis and continuing operation.
RWA product structuring
Connect the asset, funding objective, investor rights and exit into an executable structure.
- Project model and roles
- Asset-holding and SPV structure
- Returns and cash-flow mechanics
- Issuance and exit route
Legal due diligence
Verify that assets and rights are genuine, complete, transferable and capable of generating the stated cash flow.
- Title and encumbrances
- Core contracts and performance
- Dispute and regulatory risks
- Due-diligence report and issue list
Token and investor rights
Define legal character, rights, restrictions, return language, governance and transfer rules.
- Token legal-character analysis
- Investor rights
- Issuance and transfer restrictions
- Risk disclosure
Crypto fund formation
Select fund type, jurisdiction, management model and governance around investors and strategy.
- Fund type and jurisdiction
- Manager and adviser arrangements
- Fund documents and governance
- Investor onboarding and ongoing duties
Offering and transaction documents
Prepare subscription, acquisition, custody, technology, distribution and exit documentation.
- Private-placement and subscription documents
- Asset-acquisition and cooperation agreements
- Custody and technology agreements
- Closing and exit documents
Licensing and ongoing compliance
Assess VASP/CASP, securities, fund, AML, investor-onboarding and cross-border distribution requirements.
- Securities and fund analysis
- VASP/CASP licensing analysis
- AML, KYC and investor onboarding
- Cross-border offering and ongoing compliance
PATHWAYS
A route for RWA and fund projects
Verify the asset and rights, complete the structure and transaction documents, then move through offering, operation and exit.
Asset and project assessment
- Underlying asset
- Title and encumbrances
- Cash flow and contracts
- Funding and exit objectives
Structure and documentation
- SPV and fund structure
- Token and investor rights
- Licensing and distribution route
- Transaction-document suite
Offering and continuing operation
- Offering and closing
- Asset and funds management
- Investor and regulatory duties
- Exit and risk response
This is general information about potential services, not advice or a promise of outcome in any particular matter.