Special Purpose Vehicle (SPV)
A special purpose vehicle (SPV) is a separate legal entity - usually an LLC - created to hold a single asset or deal, so that the tokens issued represent shares in that entity and its one underlying asset.
A special purpose vehicle (SPV) is a standalone legal entity created to hold one specific asset or deal and nothing else. In tokenization it is the legal container that sits between the real-world asset and the token: the SPV owns the asset, and the token represents a share in the SPV.
SPVs do a few important jobs:
- Isolation. Because the SPV holds a single underlying asset and its own liabilities, problems with one deal do not spill over into the sponsor's other assets or other deals. This is often described as being "bankruptcy-remote."
- Clean ownership. Instead of fractionally deeding a building to hundreds of people, you give the SPV title to the asset and let the tokens represent membership interests in the SPV. That makes ownership, voting, and distributions far easier to administer.
- A single issuer. The SPV is the legal entity that issues the security, signs the contracts, and makes distributions.
Most SPVs in US tokenized deals are LLCs, and their internal rules - who manages them, how profits are split, how interests can transfer - live in the LLC operating agreement, which the token must mirror.
This is the standard pattern in tokenized real estate: one property, one LLC, one token. The token is only as strong as the SPV's actual, enforceable ownership of the asset beneath it. Exact structuring is fact- and jurisdiction-dependent.
Source: U.S. SEC (sec.gov), as of 2026.
Mentioned in
- RWA Regulation in Switzerland: FINMA & DLT Act
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- Tokenizing an Asset Under EU Law
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- Tokenizing an Asset Under Singapore Law
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- Tokenizing an Asset Under Swiss Law (DLT Act)
How to tokenize an asset under Swiss law - issuing ledger-based securities under the DLT Act, classifying the token with FINMA, prospectus duties, and structuring.
- Tokenizing an Asset Under UK Law
How to tokenize an asset under UK law - classifying the token, FCA authorisation and the perimeter, offer and promotion rules, and the Digital Securities Sandbox.
- Tokenizing an Asset in the UAE (VARA / ADGM)
How to tokenize an asset in the UAE - choosing between VARA, ADGM, and DIFC, classifying the token, getting licensed, and structuring the issuing vehicle.
Educational content, not financial or legal advice.