United States“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
Asset tokenization in the United States
We build the platform to tokenize debt, shares and revenue rights in the United States: investor onboarding and verification, ERC-3643 tokens and on-chain holder records, coordinated with the law firm that structures the offering under the Securities Act of 1933 and its exemptions.
Tokenize your asset
They trust Metlabs to tokenize their assets
Why the United States
Why tokenize assets in the United States?
The United States has no dedicated statute for tokenized securities: the SEC confirmed in 2026 that a security remains a security whether it is recorded on-chain or off-chain, so issuers tokenize under the same exemptions they already use. These range from a private placement with no dollar cap to a Reg A+ offering open to the public of up to $75 million.
$75M
maximum over 12 months in a Tier 2 Regulation A offering, which is also open to non-accredited investors
$5M
maximum over 12 months under Regulation Crowdfunding, through a registered broker-dealer or funding portal
35
non-accredited purchasers at most in any 90 days in a Rule 506(b) offering, which has no dollar cap
What gets tokenized
Debt, equity and revenue: what gets tokenized in the United States
Almost every tokenized issuance represents one of these three rights against the issuer. Because all three are usually securities, the right mainly determines the vehicle, the offering exemption and who keeps the holder register, and it is settled before the network or the token standard.
| Right | Debt | Equity | Revenue |
|---|---|---|---|
| What is issued | Bonds and notes | Stock or LLC interests | Revenue rights |
| The investor receives | The investor lends to the issuer and receives interest and, at maturity, the principal. | The investor joins the company's capital: dividends, voting rights and a share of any sale or liquidation. | The investor receives a share of the income from an asset: rents, energy sold, sales or royalties. |
| The token enforces |
|
|
|
| Issuer | Corporation or LLC | Corporation (Inc.) or LLC | Corporation or LLC |
| Register | Issuer or transfer agent | Stock ledger or transfer agent | Issuer or transfer agent |
| Law | Securities Act of 1933 | Securities Act and state law | Securities Act (Howey test) |
| How it is issued | Bonds, notes and debentures appear in the statutory definition of a security, and the Supreme Court presumes that every note is one (Reves, 1990). There is no dedicated DLT regime: they are issued under an exemption, and the issuer or its agent keeps the on-chain register. | In Delaware, corporate law allows the stock ledger to be kept on distributed networks if it can produce the stockholder list and record transfers. LLC interests are not securities under the UCC unless their terms say so; federal law analyzes them as a possible investment contract. | The definition of a security covers participations in profit-sharing agreements and investment contracts: money invested in a common enterprise with an expectation of profits from the efforts of others (Howey, 1946). A token that distributes income from an asset the issuer manages usually fits, and it is offered under an exemption. |
Regulation
Regulation guide for the United StatesWhich regulation applies to tokenization in the United States?
Federal securities law, enforced by the SEC: the Securities Act of 1933 governs the offering and the Securities Exchange Act of 1934 governs intermediaries, transfer agents and markets. In March 2026 the Commission interpreted that a tokenized security is still a security, whether the issuer or a third party tokenizes it, so every offering needs registration or an exemption.
The exemptions set the route. Rule 506(b) has no dollar cap and allows no general solicitation, and it accepts up to 35 non-accredited purchasers in any 90 days; Rule 506(c) allows the offering to be advertised if every purchaser is an accredited investor and the issuer verifies it. Both are noticed on Form D within 15 days of the first sale. Regulation A opens the offering to the public up to $20 million or $75 million over 12 months, depending on the tier, and Regulation Crowdfunding reaches $5 million through a registered broker-dealer or funding portal.
The holder register can live on-chain: SEC staff describe the issuer, or its agent, maintaining the master securityholder file on one or more crypto networks. A transfer agent registered with the SEC is mandatory for securities registered under the Exchange Act, and it is one of the conditions for Tier 2 Reg A or Reg CF holders not to count toward the registration requirement.
The SEC's September 2026 order on TSV platforms covers trading in tokenized listed stocks, not issuance, and the proposal to modernize the transfer agent rules is still open for comment. We coordinate the structure with specialist law firms, and registered broker-dealers, funding portals and transfer agents provide the regulated services.
United States
FavourableScore76
- Scope
- Federal and state
- Authorities
- SEC, CFTC, FinCEN
- Latest regulatory change
- Sep 2026
Applicable frameworks
| Framework | Applies to | Key authorisations |
|---|---|---|
| Legislación federal y estatal por actividad | Securities, derivatives, money services and other cases according to product and activity. | Registration, licence or exemption for each function; state authorities are discussed in the article. |
Our legal partners
Methodology
How we tokenize an asset in the United States, step by step
The four phases of our methodology, with the parties involved in the United States. The law firm and our engineering team work in parallel from the asset review to investor acquisition.
We review the asset's title, encumbrances and cash flows, and decide with the issuer whether the token will be debt, equity or a revenue right. That sets the vehicle, a corporation or an LLC and its state of formation, the amount and the investor profile the offering targets.
The law firm classifies the token, drafts the offering documents and chooses the exemption: Rule 506(b) or 506(c), Regulation A or Regulation Crowdfunding. That choice fixes who can buy, whether the offering can be advertised, what is filed with the SEC and whether a registered broker-dealer, funding portal or transfer agent is needed.
We configure the white label platform with your brand: investor onboarding with KYC, collection of accredited investor documentation when the exemption requires it, signature, payment and ERC-3643 tokens carrying the offering's transfer restrictions. The transfer agent connection and coupon or dividend schedules are custom development.
With the issuer and, where there is one, the broker-dealer or funding portal placing the offering, we prepare the offering page and measure the journey to a paid subscription. After the issuance, the platform handles distributions, transfers between verified investors within resale restrictions, and reporting.
Reviews in United States
What do our clients think of Metlabs?
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
Platform
What does our white label tokenization platform include in the United States?
The investor portal, ERC-3643 tokens and issuer console, under your brand. Out of the box it handles onboarding, signing, payment and distributions; anything else your issuance needs, such as a local payment method or a connection to your bank or custodian, we build on the same platform.
Request a demo
- Your brand and domainYour visual identity and legal notices across the investor portal.
- Investor onboardingSign-up, KYC with driver's license or passport, KYB, BSA/AML and a custodial wallet.
- End-to-end investmentE-signature and payment in dollars by ACH or wire, or with stablecoin (USDT/USDC).
- ERC-3643 tokensEvery subscription is issued under the restrictions of Rule 506(c) of Regulation D.
- Issuer consoleProjects, investors, dollar reconciliation, distributions and reporting.
- Compliance and audit trailKYC file, OFAC screening and accreditation per investor, and an exportable audit log.
Institutional custody, integrated
We integrate custody and key management providers through their APIs, including Fireblocks, BitGo, Coinbase Prime, Anchorage Digital, Copper and Ledger Enterprise. Depending on the provider and model, keys are managed with MPC or multisig so that none depends on a single device. If the token is a security, custody on behalf of clients is provided by an authorized entity.
FAQ
Frequently asked questions about tokenization in the United States
What we are asked before a project starts.
Talk to our teamIs asset tokenization legal in the United States?
Yes. The SEC treats a tokenized security like any other security: the offering needs registration or an exemption, and federal law applies in the same way. What requires its own registration is the activity: placing securities for others as a broker-dealer, acting as transfer agent for registered securities or operating a market where they trade.
Should I use a corporation or an LLC to tokenize?
It depends on the right and the investors. Delaware corporate law allows a corporation's stock ledger to be kept on distributed networks, provided it can be converted to paper and records transfers. LLC interests are securities under the UCC only if their terms provide for it, which changes how the token's transfer is documented.
How much can a tokenized offering raise in the United States?
It depends on the exemption. Rule 506 of Regulation D has no dollar cap but limits who can buy; Regulation A allows up to $20 million over 12 months in Tier 1 and $75 million in Tier 2; Regulation Crowdfunding, up to $5 million. The law firm chooses the route based on the investors the offering targets.
Do I need a transfer agent to tokenize?
Not always. A private company issuing under Regulation D can keep its own holder register, including on-chain. A transfer agent registered with the SEC is mandatory for securities registered under the Exchange Act, and it is one of the conditions for Tier 2 Reg A or Reg CF holders not to count toward the registration requirement.
Asset tokenization
Assets we tokenize in United States.
Asset tokenization
Articles on tokenization
Real Asset Tokenization: How RWA Tokenization Works
How to structure an RWA project: holder rights, issuance, recordkeeping, payments and recovery. What blockchain adds and what depends on the legal arrangement.
What are the differences between security tokens and utility tokens?
How to distinguish financial rights from service access, what legal classification examines and why a token’s name does not determine its regulation.
OpenZeppelin and ERC-3643: how a security token is built
What OpenZeppelin libraries and ERC-3643 controls provide, and what a securities issuance also requires: rights, permissions, operations and review.
Tokenize your asset in the United States
Tell us which right you want to issue and we will propose the technical structure, timeline and phased budget.
Where we are
We're your tokenization company in:
Metlabs Offices
Av. García Sabell, 1, Edificio Proa 15009 A Coruña, Spain
We tokenize assets in
SpainUAEUnited KingdomMexicoSingaporeAustraliaSwitzerlandColombiaArgentinaChilePeruPortugalGermanyHong KongBrazilEcuadorFranceIndiaPanamaAndorraAustriaBahrainBelgiumBoliviaCanadaCosta RicaCubaCyprusCzechiaDenmarkDominican RepublicEl SalvadorEstoniaFinlandGreeceGuatemalaHondurasHungaryIrelandIsraelItalyJapanKuwaitLiechtensteinLithuaniaLuxembourgMaltaMonacoMoroccoNetherlandsNew ZealandNicaraguaNigeriaNorwayOmanParaguayPolandPuerto RicoQatarRomaniaSan MarinoSaudi ArabiaSeychellesSouth AfricaSouth KoreaSwedenTurkeyUruguayVenezuela
