How to tokenize real estate in the United States: 2026 guide

Tokenizing real estate in the United States does not require a new law. Real estate tokenization rests on long-standing securities law: the token represents a right against a company, and that company offers it under one of the SEC's exemptions. What changes is where the holder register is kept and how transfer restrictions are enforced, both of which move on-chain. This guide walks through the decisions in the order they are made, under the rules in force in November 2026: the vehicle, the exemption, the accredited investor, the foreign investor, tax, the register, custody and resale.

Why the United States, and why Florida?

The United States combines three conditions few markets offer together: very broad demand for real estate investment, a stable securities framework that already accepts on-chain records, and a base of foreign buyers who have invested in US homes for decades. According to the National Association of Realtors (NAR), foreign buyers purchased 78,100 homes between April 2024 and March 2025, up 44% on the previous year, for about $56 billion.

Florida has been their top destination for seventeen consecutive years, with 21% of those purchases, and the Miami area accounts for almost half of the state's international purchases. It is the market where tokenization makes the most immediate sense: a buyer who lives abroad, invests in dollars and needs to manage the asset remotely.

What is tokenized when a property is tokenized?

The deed does not become a token. A company, usually an LLC formed for the project, buys or receives the property, and the deed is recorded in its name in the county records. The security tokens represent a right against that company, and that right is the first decision, because the vehicle, the investor's taxes and the exemption all depend on it.

In almost every case the token is a security. The Securities Act of 1933 definition includes notes, stock and investment contracts, and the Supreme Court described the latter in Howey (1946) as money invested in a common enterprise with an expectation of profits from the efforts of others. A developer-managed LLC with passive investors fits that description. In 2026 the SEC made it explicit for tokenized securities: recording a security on-chain does not change what it is.

LLC or corporation?

One LLC per project is the most common structure for a property, for two reasons. It isolates each asset's risk in its own company and, with more than one member, it is taxed as a partnership by default: the company does not pay income tax, but allocates its results to each member, who receives a K-1 every year. For a US investor that avoids double taxation; for a foreign investor it means withholding that should be planned from the start, as explained below.

A corporation is taxed at the company level and the shareholder is then taxed on dividends. In exchange, its regime is well established and Delaware law expressly allows the stock ledger to be kept on distributed networks, provided it can list stockholders and record transfers. LLC interests, by contrast, are securities under the UCC only if their terms say so, which changes how the token's transfer is documented. The law firm decides with the developer based on the investors the offering targets.

Which SEC exemption should you use?

Every securities offering needs registration or an exemption. For a single property, full registration rarely pays off, and the choice is made among the routes in the table. Each one sets how much can be raised, who can buy, whether the offering can be advertised and whether it must also be registered in each state.

Under Regulation D, the issuer files Form D within 15 days of the first sale. Rule 506(c) fits when the offering is marketed online to accredited investors, because it can be advertised; Regulation A opens the investment to anyone in exchange for an offering circular reviewed by the SEC and, in Tier 2, annual and semiannual reports. Regulation Crowdfunding suits small amounts and always goes through a registered broker-dealer or funding portal.

Who is an accredited investor, and how is it verified?

Rule 501(a) of Regulation D defines the accredited investor. For an individual, the main criteria are:

• Net worth: over $1 million, alone or with a spouse or spousal equivalent, excluding the primary residence.
• Income: over $200,000 in each of the last two years, or $300,000 jointly with a spouse or spousal equivalent, with a reasonable expectation of the same.
• Credentials: holding one of the professional certifications the SEC recognizes for this purpose.

Entities qualify, among other cases, with more than $5 million in assets or investments. In a 506(c) offering, the issuer must take reasonable steps to verify each purchaser's status: tax returns, statements or a letter from an accountant, attorney or broker-dealer. Since March 2025, SEC staff also accept a high minimum investment, around $200,000 for individuals and $1 million for entities, together with a written representation from the purchaser, as a reasonable step, according to analyses by firms such as Paul Hastings. The platform collects and stores that documentation per investor, and only issues the token once it is complete.

What about investors who do not live in the United States?

Regulation S covers sales made outside the United States: if the transaction is offshore and there are no directed selling efforts in the US market, the offering does not need registration. Equity of a US issuer that does not report to the SEC cannot be offered or sold to US persons for one year; if the token is debt, the period is 40 days.

One offering can combine Rule 506(c) for accredited investors in the United States with Regulation S for everyone else, in two tranches with different restrictions that the platform applies to each token. The investor's home-country law still applies: someone buying from Colombia or Spain does so under their own country's rules as well. It is a common case in Miami, covered in our guide to tokenized Miami real estate.

How is the foreign investor taxed?

Tokenization does not change the tax, but it makes it easier for many investors from many countries to come in, which multiplies the withholding the vehicle has to calculate, apply and document. These are the three that matter most for a property:

In an LLC taxed as a partnership, the foreign member receives a K-1 and usually has to file their own US return to recover any excess withholding. Tax treaties between the United States and the investor's country can reduce some withholding. All of this is decided with a tax adviser before issuance, and the platform has to record each investor's tax residence and apply the right withholding on every distribution.

What role does state law play?

Rule 506 offerings are covered securities under federal law: states cannot require their registration, although they can require notices and fees. The same applies to Tier 2 of Regulation A and to Regulation Crowdfunding; Tier 1 of Regulation A, by contrast, is registered in each state where it is offered.

Florida adds two pieces. Chapter 517 of its statutes governs securities offerings and their intermediaries, and Chapter 669, in force since July 1, 2025, governs control of controllable electronic records, the category a token falls into. Controlling the token does not make the holder the owner of the property: the right is the one the issuing company documents. We cover it in the Florida regulation guide.

Where does the holder register live?

A private company issuing under Regulation D can keep its own holder register, including on-chain: SEC staff describe the issuer, or its agent, maintaining the master securityholder file on one or more networks. A registered transfer agent is mandatory for securities registered under the Exchange Act, and it is one of the conditions for Tier 2 Regulation A or Regulation Crowdfunding holders not to count toward the registration requirement.

The ERC-3643 standard brings the offering's rules into the contract: the token only moves between verified identities, checks accreditation where the exemption requires it, separates the Regulation S tranche from the US one and blocks transfers during resale periods. If an investor loses access to their wallet, the issuer can recover the token and reassign it to a new address after verifying their identity, something a permissionless token does not allow.

Who holds the tokens in custody?

There are two models, and one offering can support both. In the first, the platform opens a custodial wallet for the investor, integrated with institutional custodians such as Fireblocks, BitGo, Coinbase Prime or Anchorage Digital, and the investor operates with a username and password. In the second, the investor connects their own wallet, which is registered to their on-chain identity. The first reduces mistakes by investors who have never used a wallet; the second gives more control to those who already handle digital assets.

Can the tokens be sold later?

Securities bought under Regulation D are restricted securities: with an issuer that does not report to the SEC, Rule 144 requires a one-year holding period before resale without registration. After that, a sale depends on finding a buyer and on the token allowing the transfer to their identity. An organized secondary market for these securities needs a registered intermediary, usually an alternative trading system (ATS) operated by a broker-dealer. Promising liquidity without that piece is one of the costliest mistakes in an offering.

What has not changed with the 2026 developments?

In September 2026 the SEC approved a temporary exemption for trading tokenized listed stocks on platforms that meet certain conditions. It does not cover issuing or trading a tokenized property: a real estate LLC token still follows the steps above. The federal stablecoin law does not change the offering either; it affects the payment method when subscriptions are paid in USDC or USDT.

The steps, in order

1. Asset review: title, encumbrances, rental income and the investor profile the offering targets.
2. Vehicle and right: LLC or corporation, state of formation and whether the token will be equity, debt or a revenue right.
3. Exemption and documents: the law firm chooses between 506(b), 506(c), Regulation A, Regulation Crowdfunding and Regulation S, and drafts the offering.
4. Tax: withholding by investor type and country, and the K-1 or tax certificate calendar.
5. Platform: investor onboarding with KYC, accreditation checks, signature, payment and issuance of ERC-3643 tokens carrying each tranche's restrictions.
6. Operations: distributions with withholding, reporting and transfers between verified investors within the resale periods.

Decisions to settle before writing any code

• The exemption before the network. The network and the standard are chosen to comply with the exemption, not the other way round.
• Tranches from day one. If there will be investors from abroad, the Regulation S tranche is designed with the offering, not added later.
• Withholding in distributions. The contract and the platform must know what to withhold from each investor before the first rent payment.
• The exit. If the offering mentions liquidity, you need to know which registered intermediary will provide it, and when.

At Metlabs we build the platform and coordinate the technical side with the law firm that structures the offering; registered broker-dealers, funding portals and transfer agents provide the regulated functions. The full path, with the figures for each exemption, is on our tokenization in the United States page.