Tokenization Project Structuring: Legal Design from the Start

Tokenization Project Structuring

Fábio Sendão, partner at law firm FCM Law, presents a comprehensive view on how to structure tokenization projects considering legal, regulatory, and operational aspects from the beginning, avoiding technical decisions that create compliance problems later.

Regulatory Context

Brazil is a highly regulated market for digital assets, with multiple regulators involved (CVM, Central Bank, SUSEP). 90% of crypto activity in Brazil is concentrated in stablecoins, reflecting orientation toward payments and internationalization. With tokenization projections reaching 16 trillion dollars globally by 2030, it is critical to structure projects with regulatory clarity from the start.

Key Learning Points

• Correct asset classification: The first step is understanding what is being tokenized (securities, real estate, receivables, utility) because this determines all applicable regulation.
• Legal design precedes technical implementation: Many projects incur costly changes because they start programming without regulatory clarity. The lawyer must be involved from the project's beginning.
• Don't directly copy international frameworks: While there are inspirations (European MiCA), Brazilian regulation has particularities requiring adaptation. Creating a structure abroad is insufficient if operating in Brazil.
• Comprehensive regulator mapping: A single token may fall under CVM, Central Bank, SUSEP, or others. Understanding which regulator applies directly impacts minimum capital, requirements, and complexity.
• Implement, don't just document: Compliance, privacy, and AML/KYC policies must be effectively implemented. Documenting without executing can be counterproductive from a regulatory perspective.

Structuring Methodology

FCM Law uses a legal design approach based on: (1) Business immersion to understand stakeholders, revenue models, and operations; (2) Concrete analysis of the specific case and exploration of regulatory alternatives; (3) Idealization of structures that can follow regulated or unregulated paths depending on strategy; (4) Prototyping that includes legal documentation and operational implementation. Tools like stakeholder mapping, Business Model Canvas, and token operational flows anticipate problems.

Differentiators and Challenges

Opportunities: Advancing Brazilian regulatory clarity, multiple structuring options (private unregulated, PSAV operations, securities offerings), flexibility to create tokenized operations within existing corporations. Challenges: Regulation still evolving, high minimum capital for PSAV (12-37 million), extended authorization timelines (up to 2 years), and the need to follow precise flows without technology "shortcuts."

Synthesis

Tokenization is far more than technology. It requires comprehensive legal vision from the start. Errors in asset classification, jurisdiction selection, or omission of compliance requirements result in resource waste and significant risks. Successful projects balance technological innovation with legal and operational rigor, always maintaining a cautious "foot in the door" when operating in regulated markets.