Setting up the SPV is the legal foundation of a tokenized deal - the entity that actually owns the asset, with the tokens representing interests in it. Getting it right means choosing the entity type and state, drafting an operating agreement that reflects the tokenized structure, and linking the entity cleanly to the token. This is genuinely legal work, so this guide is the shape of the process, and the structuring itself must be done with qualified counsel before you raise.

Step 1: Choose the entity and state

Most US tokenization uses an LLC as the SPV, for its flexibility and pass-through treatment. The next decision is the state - Delaware and Wyoming are common choices, each with trade-offs covered in the state-comparison guide.

Pick based on your asset, investors, and how the entity will be governed. This decision shapes everything downstream, so make it deliberately with counsel rather than defaulting.

Step 2: Form the entity properly

Form the LLC in the chosen state: file the formation documents, appoint a registered agent, and complete the administrative basics (EIN, bank account, and so on). The SPV should hold the asset and nothing else - a clean, single-purpose vehicle.

Keeping it single-purpose is the point: it ring-fences the asset so the token maps to one clean thing. Do not commingle other assets or activities into it.

Step 3: Draft the operating agreement

The operating agreement is the heart of the structure. It must reflect that economic interests are represented by tokens - defining holders' rights to distributions and proceeds, governance, and how the token maps to membership interests.

This is where tokenization structuring actually lives, and where counsel is essential. A generic operating agreement will not correctly capture a tokenized cap table or holders' rights.

Step 4: Link the SPV to the token

Finally, tie the legal and technical layers together: the token must represent a real, enforceable interest in the SPV, consistent with the operating agreement and your chosen exemption. The on-chain cap table should reflect the entity's real ownership.

Done right, the token is the legal interest, not a loose pointer to it. Investors scrutinise exactly this - see what investors check in the SPV - so build it to withstand that review, with counsel throughout.

Where to go next

• Next: the best LLC state for tokenization.
• The investor's view: what investors check in the SPV.
• Glossary: SPV.

Sources: U.S. SEC (sec.gov); state business-filing offices, as of 2026.