In the United States, tokenizing real estate means issuing securities. A special purpose vehicle (SPV), usually an LLC or a corporation that owns the property, sells interests under an exemption from SEC registration such as Reg D, Reg A or Reg CF, and the token reflects an ownership record kept by a transfer agent or by the issuer. The token does not replace the deed or change the securities rules. This guide is for developers, syndicators, fund managers and family offices, including those based in Europe and Latin America, who want to tokenize real estate in the US. For the general federal framework, see our guide to asset tokenization in the United States.
What you actually tokenize: the real estate SPV, not the deed
The property is owned by a vehicle created for the deal, a special purpose vehicle (SPV). Investors buy interests in it, and the token represents those interests or mirrors who holds them. Three setups from SEC filings:
- Tirios Propco Series LLC: a Delaware series LLC that holds each single-family home in its own series, with interests at $100.
- RealT: a separate Delaware corporation for each house ("RealToken [address] Inc"), with 17 Forms D filed between June and September 2022.
- NRI Real Token: operating partnership units (OP units), each convertible into one share of NRI Real Token Inc., which intended to elect REIT tax status.
If you already run a real estate syndication, this will look familiar. Tokenization changes how the interests are recorded and transferred, not what they are. In its interpretive release of March 17, 2026 (Release 33-11412, effective March 23, 2026), the Commission stated that a tokenized security is a "digital security" and that keeping it on-chain or off-chain does not change its nature as a security. For the general mechanics, see how real estate tokenization works and what you actually buy.
How to tokenize real estate in the US, step by step
- Set up the vehicle. One SPV per property, or one series per property in a series LLC. If it pools properties as a fund, your counsel will review the Investment Company Act: funds excluded under its Section 3(c) cannot use Reg CF (17 CFR 227.100(b)(3)).
- Define the security. LLC interests, common stock or OP units. Each Aspen Digital token (ADT) represents, through a deposit agreement, an indirect interest in one share of common stock. United States Property offered common stock as "USP Security Tokens" on Ethereum.
- Choose the exemption. Rule 506(c), Reg A Tier 2 or Reg CF, depending on your investors (see below). Under Reg D, you file Form D within 15 calendar days of the first sale (17 CFR 230.503(a)(1)).
- Decide who keeps the ownership record. Registering as a transfer agent is mandatory only for securities registered under Section 12 of the Exchange Act (15 U.S.C. 78q-1(c)(1)), so the issuer of Reg D securities that are not registered under Section 12 can keep its own records. For Reg A Tier 2 and Reg CF, a registered transfer agent is one of the conditions for leaving those investors out of the Section 12(g) holder count (17 CFR 240.12g5-1(a)(7) and 240.12g-6). Tirios uses VStock Transfer, LLC; NRI used LedgerLab LLC; United States Property acts as its own. SEC staff describe two issuer models: the master securityholder file lives on-chain, or off-chain with the token giving notice of transfers (Statement on Tokenized Securities, January 28, 2026; not binding).
- Pick the network. Aspen Digital and United States Property name Ethereum in their filings. Tirios uses Hyperledger Fabric, a permissioned network, with a contract that extends ERC-721.
- Program the transfer restrictions. Reg D securities are restricted: the Rule 144(d) holding period is one year if the issuer does not report to the SEC, or six months if it has reported for at least 90 days (17 CFR 230.144(d)(1)). Reg CF securities cannot be transferred for one year, except to the issuer, an accredited investor, in a registered offering, or to a family member, a trust of the purchaser or in connection with death or divorce (17 CFR 227.501(a)). The smart contract can enforce these rules with whitelists; at Tirios, the investor's wallet is created only after KYC/AML checks.
- Place the offering. A registered broker-dealer, a funding portal (Reg CF only) or the issuer's own staff sell the securities; the Rule 3a4-1 safe harbor covers the issuer's personnel, not a technology platform (17 CFR 240.3a4-1). Aspen Digital's Form D reports $270,000 in sales commissions and lists Templum Markets LLC, a broker-dealer, as the recipient of sales compensation. Tirios hired Dalmore Group for administrative and compliance services only, for a 1% fee. United States Property raised through OpenDeal Portal LLC, which operates as Republic.
- Plan the secondary market. A system that brings together orders from multiple buyers and sellers and uses established, non-discretionary methods for them to interact is an exchange (17 CFR 240.3b-16); the alternative to registering as one is an alternative trading system (ATS), which must be a registered broker-dealer (17 CFR 242.301(b)(1)). Tirios interests can be resold only through its secondary platform, which runs on the PPEX ATS operated by North Capital Private Securities Corp., if and when it is available. Check that a venue appears on the SEC list of ATSs with Form ATS on file.
Real cases on SEC EDGAR
These tokenized real estate offerings have public filings on EDGAR, the SEC's filing system. Figures come from the linked document; a dash means it is not stated there.
| Issuer and asset | EDGAR filing | Exemption | Amount | Minimum investment | Network | Ownership record |
|---|---|---|---|---|---|---|
| Aspen Digital, Inc. (St. Regis Aspen Resort) | Form D, October 25, 2018 | Rule 506(c) | $18,000,000, fully sold to 23 investors | $10,000 | Ethereum | — |
| RealToken 9795-9797 Chenlot St Detroit MI 48204 Inc (RealT) | Form D, June 28, 2022 | Rule 506(c) | $55,419, sold to 20 investors | $50 | — | — |
| NRI Real Token (THesis Miami hotel, Coral Gables, Florida) | Form D/A, September 10, 2021 | Rule 506(c) | $85,000,000 offered; $4,365,000 sold to 103 investors | $250,000 | Public layer 1 planned; tokens not issued as of August 2023 (Form 10) | LedgerLab LLC, registered transfer agent |
| Tirios Propco Series LLC (single-family homes) | Offering circular (253G2), December 11, 2025 | Reg A Tier 2 | $110,000 to $144,000 per series (five series: three open, two pending) | $100 | Hyperledger Fabric (permissioned) | VStock Transfer, LLC, registered transfer agent; the token is a "digital courtesy copy", and the circular warns against confusing it with tokenization |
| United States Property Inc. (multifamily portfolio) | Form C, March 15, 2024 | Reg CF | Up to $1,235,000 (target $50,000) | $200 (maximum $124,000 per investor) | Ethereum | The issuer itself |
Two details stand out. Under its earlier name, Aspen REIT, the issuer first had a Reg A Tier 2 offering of 1,675,000 shares at $20 (offering circular of January 24, 2018), with a planned NYSE American listing, and withdrew it on April 12, 2018 with no sales (Form 1-A-W); the tokenized round that followed was 506(c), for accredited investors only. And NRI's tokens had not been issued as of August 2023, as its Form 10 explains.
The token is optional; the SPV and the exemption are not. Landa App LLC (Reg A, a series LLC with one series per home) and Ark7 Properties Plus LLC (offering circular of May 10, 2023) use the same fractional structure, and their 2023 offering circulars do not mention blockchain.
Which route fits your investors
The exemption depends on who you want to raise from. Each route has its own glossary entry: Regulation D, Regulation A+ and Regulation Crowdfunding.
| Route | Who can invest | Maximum raise | Limit per investor | SEC filing | Resale |
|---|---|---|---|---|---|
| Rule 506(c) | Accredited investors only, with reasonable steps to verify their status (17 CFR 230.506(c)) | Rule 506 sets no cap | None | Form D within 15 days of the first sale | Restricted securities: Rule 144 holding period of six months or one year |
| Rule 506(b) | Accredited investors plus up to 35 non-accredited but sophisticated purchasers in any 90-day period; no general solicitation (17 CFR 230.502(c) and 230.506(b)) | Rule 506 sets no cap | None | Form D | Same as 506(c) |
| Reg A Tier 2 | Anyone | $75 million in 12 months (17 CFR 230.251(a)(2)) | Non-accredited: 10% of the greater of annual income or net worth, unless the securities are listed on a national exchange (230.251(d)(2)(i)(C)) | Form 1-A qualified by the SEC; then Forms 1-K, 1-SA and 1-U | Not restricted securities under Rule 144; depends on the venue and on state law |
| Reg CF | Anyone | $5 million in 12 months (17 CFR 227.100(a)(1)) | Non-accredited: the greater of $2,500 or 5% if income or net worth is below $124,000; 10%, capped at $124,000, if both are at or above that figure (227.100(a)(2)) | Form C through a registered broker or funding portal; annual report on Form C-AR | Not transferable for one year, with exceptions (227.501(a)) |
Accredited investors: Rule 506(c)
An individual is an accredited investor with a net worth above $1 million, excluding the primary residence (17 CFR 230.501(a)(5)), or with income above $200,000 ($300,000 with a spouse or spousal equivalent) in each of the last two years, with a reasonable expectation of reaching the same level in the current year (230.501(a)(6)). Entities and family offices with more than $5 million in assets or under management also qualify, under the conditions of each category (230.501(a)(3) and (a)(12)). The issuer must take reasonable steps to verify that status, for example with tax forms or a written confirmation from a broker-dealer, SEC-registered adviser, attorney or CPA (230.506(c)(2)(ii)). SEC staff accept that a high minimum investment ($200,000 for individuals, $1,000,000 for entities) plus written representations can support verification (no-action letter to Latham & Watkins, March 12, 2025), and since July 21, 2026 those representations can be given through a digital attestation within the tokenized security (CFI 260.40, formerly C&DI). Neither is binding.
Retail investors: Reg A Tier 2 or Reg CF
For an offering open to non-accredited investors, the usual federal routes are Reg A Tier 2 and Reg CF (full SEC registration, Reg A Tier 1 or Rule 504 also allow it, with a heavier federal or state burden); Rule 506(b) admits only up to 35 sophisticated ones, without general solicitation. Reg A Tier 2 means SEC qualification of the Form 1-A and then annual, semiannual and current reports (17 CFR 230.257(b)), and state registration is preempted (15 U.S.C. 77r(b)(4)(D); 17 CFR 230.256). Reg CF has a lower cap and runs through a single registered broker or funding portal that belongs to a registered national securities association (227.300(a)). A funding portal cannot give advice, solicit investors or hold investor money or securities (227.300(c)(2)).
Rule 506 securities are "covered securities" too: states cannot require registration, but they can require notice filings and fees, and they keep their antifraud authority (15 U.S.C. 77r(b)(4)(F), (c)(1) and (c)(2)(A)).
Liquidity: what the filings show
The blockchain runs 24/7; the legal right to resell does not.
- Reg D. The Rule 144(d) holding period is a safe harbor, not a contractual lock-up, and afterwards a resale still needs a venue and a buyer.
- Reg A. Reg A securities are not on the Rule 144(a)(3) list of restricted securities, but their resales get no federal preemption of state law (CFI 182.10, staff view). Tirios tells investors to be prepared to hold indefinitely.
- Reg CF. A one-year transfer restriction, and the United States Property Form C warns that a market is unlikely to develop.
- NRI, the clearest case. From January 2023 its untokenized shares were tradeable on Templum Markets ATS, with DriveWealth as custodian, but its Form 10 states that no trading market had developed. The tokens had not been issued: the Form 10 explains that, after the Federal Reserve's March 2023 order on Custodia Bank, it was unclear whether a bank or trust company would hold the crypto assets needed to pay the tokens' network fees. On November 9, 2023 it filed to terminate its Exchange Act registration (Form 15-12G) with 14 holders of record.
- Platform risk, with or without a token. Landa reported in a Form 1-U of April 9, 2025 a disruption at its server provider that could make it difficult for investors to view their accounts online.
- The 2026 innovation exemption does not apply. The SEC order of September 17, 2026 for Tokenized Securities Venues (Release 34-106402) covers only tokenized NMS stocks, not SPV interests.
Risks the issuers disclose themselves
- Record mismatch. At Tirios, if the blockchain and the transfer agent disagree, the transfer agent's record prevails.
- Network and code. Tirios warns that if Hyperledger Fabric loses support it may migrate to Polygon or Ethereum and replace the tokens, and that a defective contract would be replaced.
- Keys and custody. NRI states that holding the token in a wallet does not confer ownership of the underlying security, which the transfer agent records separately; if keys are lost, the transfer agent would have to reissue. United States Property also lists the loss of private keys and weaknesses in the ledger.
- KYC in the secondary market. NRI's transfer agent was not responsible for AML/KYC checks on secondary holders.
- Marketing. In comment letters of July 11 and 19, 2024, the SEC's Division of Corporation Finance asked Tirios to correct its website and blog, which described the tokens as "digital shares" with economic rights, contrary to the offering circular; the July 19 letter also asked it to reconcile references to "tokenizing" the properties in the circular itself (letter of July 11, 2024).
SEC enforcement: when "backed by real estate" is not enough
- SEC v. Unicoin, Inc. et al. (S.D.N.Y., No. 1:25-cv-04245, filed May 20, 2025). The SEC alleges that Unicoin sold certificates conveying rights to tokens not yet issued, promoted as backed by real estate and other assets valued far above their real worth, and as "SEC-registered" when they were not; according to the complaint, it raised more than $100 million and more than 5,000 investors bought those certificates. These are allegations, not findings (SEC press release 2025-75).
- REcoin (September 29, 2017). The SEC charged Maksim Zaslavskiy and two companies over coin offerings presented as backed by real estate and diamonds. It alleged that the promised team of lawyers, brokers and accountants had never been hired (SEC press release 2017-185).
- Paragon Coin (Securities Act Release No. 10574, November 16, 2018). It raised roughly $12 million in digital assets, and its white paper said the "lion's share" of the proceeds would go to buying real estate for coworking spaces. In a settled order, without admitting or denying the findings, Paragon agreed to register the tokens as a class of securities (Form 10), pay purchasers who filed claims the amounts due under Securities Act Section 12(a) and pay a $250,000 penalty (SEC order).
A property behind the token does not change the analysis; what protects an issuer is a valid exemption and accurate disclosure.
Three myths, with the correct data
- "From $50, open to anyone." In the RealToken Chenlot Form D, the $50 minimum was offered under Rule 506(c), for accredited investors only; 16 of RealT's 17 Forms D from 2022 rely on that rule and the other on Rule 506(b). Non-accredited investors can come in through Reg CF, Reg A Tier 2 or, in small numbers and without general solicitation, Rule 506(b).
- "24/7 liquidity, exit any time." Reg D carries the Rule 144 holding period and Reg CF a one-year restriction; Reg A needs a venue. According to its Form 10, no trading market developed for NRI's shares.
- "The token is the property." The token represents SPV interests, or is just a courtesy copy, and the transfer agent's register governs (Tirios, NRI). The property stays with the SPV.
For European and Latin American sponsors
- Reg A and Reg CF require a US issuer. Reg A requires an entity organized in the US or Canada with its principal place of business there (17 CFR 230.251(b)(1)). Reg CF requires an issuer organized under the laws of a US state or territory or the District of Columbia (17 CFR 227.100(b)(1)). In practice, the issuer is the US SPV that owns the property. If it is managed from Madrid or Mexico City, ask your counsel where its principal place of business is.
- Reg S for investors outside the US. Offers and sales outside the US are not subject to Section 5 registration (17 CFR 230.901) if the transaction is offshore and there are no directed selling efforts in the US (230.903(a)). For equity of a US issuer that does not report to the SEC, Category 3 applies: a one-year distribution compliance period, purchaser certifications, legends and the issuer's duty to refuse to register transfers that do not comply (230.903(b)(3)(iii)(B)). The token's transfer rules can enforce that refusal. These securities are restricted (230.905), and Reg S requires no filing with the SEC, so these offerings usually do not show up on EDGAR.
- Your investors' home rules are a separate question. Reg S only answers the US registration question. For Latin America, see our guide to real estate crowdfunding regulation in Latin America.
Frequently asked questions
Can a company based outside the US tokenize a US property?
Yes, as the sponsor. For Reg A or Reg CF, the issuer must be a US entity (or a US or Canadian one for Reg A), such as the SPV that owns the property. Investors outside the US can be offered the securities under Reg S, subject to its conditions.
Can a real estate tokenization platform sell the tokens to investors?
Only if it is a registered broker-dealer (Exchange Act Section 15(a)) or, for Reg CF, a registered funding portal. SEC staff guidance treats finding investors and success-based pay as signs of broker activity (Guide to Broker-Dealer Registration), and the April 13, 2026 staff statement on user interfaces only covers interfaces for user-initiated transactions from the user's self-custodial wallet, without soliciting investors for specific transactions, so it does not cover placing an offering. Both are staff views.
Did the SEC create an exemption for tokenized real estate in 2026?
No. In March 2026 the Commission confirmed that tokenized securities are still securities (Release 33-11412), and the September 2026 exemptive order covers only tokenized NMS stocks. Two proposals are open for comment: Regulation Crypto Assets (until October 20, 2026), aimed at crypto asset investment contracts, not tokenized traditional securities, and new transfer agent rules (until November 3, 2026), which would permit blockchain records. Neither is in force.
How we work in the US
Unknown Gravity is a Spanish company that builds tokenization technology and blockchain infrastructure. In the US we build the platform, the smart contracts with their transfer rules and the integrations with your transfer agent, broker-dealer or ATS and funding portal, alongside your US securities counsel and the registered intermediaries you engage. We are not a broker-dealer, funding portal, transfer agent, investment adviser or law firm. Learn more about our real estate tokenization service.
Official sources
- 17 CFR 230.506: Rule 506 (Regulation D)
- 17 CFR 230.501: accredited investor definition
- 17 CFR 230.251: Regulation A
- 17 CFR 227.100: Regulation Crowdfunding
- 17 CFR 230.144: Rule 144
- 17 CFR 230.903: Regulation S
- SEC staff: Statement on Tokenized Securities (January 28, 2026)
- Release 33-11412, SEC interpretation on crypto assets (March 2026)
Framework verified as of October 13, 2026. This guide is general information, not legal advice: the structure and the exemption must be defined with your US securities counsel. Preparing a property or a syndication for tokenization? Talk to us.