The property company holds the deed. The token is the investor's membership interest in that company, kept as the member register. The token is not the deed.
The chain of ownership
- Recorded deed. The grantee is the property company. The deed is recorded with the county recorder.
- Property company. One company per property. It holds title to the property. Its operating agreement governs, under the state's LLC act.
- Member register. Kept by an SEC-registered transfer agent, on chain if the agent chooses.
- Token. Held only by verified wallets. The rules on who may hold it are set for each exemption.
- Investors. KYC, OFAC screening and accreditation are run as the exemption requires.
Investors' rights run against the property company. The operating agreement names the transfer agent's register as the member list. If the chain and the register disagree, the register controls.
Where the money goes
Investor funds go to a bank or broker-dealer escrow account. At closing they go to the property company's own account. Rent goes to the property company's account, and the company pays distributions. The issuer signs every distribution from that account.
UnyKorn LLC holds no investor money and no token admin keys. Its fees are software fees, with no share of money raised or traded. See payments.
The eight steps
- Form the property company. One LLC per property or fund keeps each offering's assets and liabilities separate.
- Choose the exemption. Securities counsel picks Rule 506(b), Rule 506(c), Regulation A or Regulation Crowdfunding. The choice sets the token's rules. See the federal rules.
- Anchor the documents. The offering memorandum, operating agreement and subscription agreement are fingerprinted with SHA-256. See documents.
- Onboard investors. KYC, OFAC screening and, where required, accreditation. Each approval becomes an identity claim the token reads.
- Fund the subscription. Funds settle to the offering's escrow account first. Tokens mint only after settlement.
- File Form D and state notices. Rule 506 and Rule 504 offerings file Form D within 15 days of the first sale (17 CFR 230.503); Regulation A and Regulation Crowdfunding use their own forms, see /legal/jurisdictions/us.html. Then each state's notice filing where investors live. See the state pages.
- Record holders. An SEC-registered transfer agent keeps the official holder record, in step with the chain.
- Distribute, then allow resale. Payouts run on schedule. After the lock ends, resale routes through a licensed broker-dealer or ATS.
Who does what
| Party | Job |
|---|---|
| Broker-dealer or funding portal | Sells the offering and verifies investors. Its commission is paid by the issuer, outside the platform. |
| Transfer agent | Keeps the legal member register. |
| Escrow agent | Holds subscriptions until closing. Refunds if the minimum is missed. |
| ATS | Runs secondary trading after the holding period. |
| Property manager or broker | Manages the property and handles any whole-property sale. It is licensed in the property's state. |
| Title agent and closing attorney | Closes the purchase and records the deed to the property company. |
| UnyKorn LLC (Wyoming) | Software only. |
The full list of roles, with the rule behind each, is on who does what.
Status and state rules
Today's status of each part is on the legal hub. State rules for transfer taxes, reassessment and real estate licensing are on the state pages.
Not legal advice. Securities and real estate counsel in United States sign off before any first close.