Asset guide
Company ownership
A token carrying the right to become an actual shareholder in your company, issued through a Serbian SPV.
What it is
Holders buy a token that can carry a documented right to become a shareholder: where the issuer offers conversion and it is available, at a time they choose, through the standard legal share-transfer procedure. Where structured that way, the token can also carry dividend or revenue payments.
Who it's for
- An early-stage company raising without setting a valuation
- A company that wants its community on the cap table
- A founder who wants token distribution without issuing a token that means nothing
Fact sheet
What this instrument covers
Why convertible
- Most tokens give holders no real benefit and no share in the business behind them
- Even when the business succeeds, a plain token can be worth no more than its liquidity pool
- A token convertible into shares lets holders capture the actual upside
- That makes buying it closer to traditional investing, with protections that otherwise don't exist here
Becoming a shareholder
- Where the issuer offers conversion and it is available, holders can convert at a time of their choosing
- Buying the token needs no identity verification unless the class is KYC-gated (then the receiving wallet needs an investor passport); converting into shares requires it (KYC)
- Conversion goes through the standard legal share-transfer procedure
- If the company or its founders fail to facilitate the transfer, holders have legal recourse
- Holders can sell instead of converting — the right travels with the token
Structure & protections
- Issued through a Serbian SPV, incorporated for you if you don't have one
- Maximum issuance EUR 3 million per year per SPV
- A share pledge can be registered for the benefit of token holders
- Freely transferable and tradeable
- Can carry dividend or revenue payments, structured per issuance
The instrument
Terms at a glance
Typical use: an early-stage software company raising without setting a valuation.
What's different about issuing this one
Issuance follows the same six steps as every standard instrument. Two things are specific here: conversion into shares, and registration of a share pledge in holders' favour. Both happen off-chain, through the legal process.
If the issuer doesn't perform
Conversion runs through the standard legal share-transfer procedure, and the holder's right to it is binding on the issuer. If the company or its founders won't facilitate the transfer, the holder has legal recourse against them. The registered share pledge is what makes that recourse worth something.