SPV/SPC Corporate Governance Documentation

SPV/SPC corporate governance documentation is vital for the legal foundation of a tokenization project. These documents prove that the entity is properly formed, operates under defined governance rules, and that its management has formally approved the token issuance. The Board Resolution confirms official authorization to proceed with the offering, while the Articles or Charter define the entity’s legal powers, shareholder rights, and ability to issue digital assets. Together, they ensure transparency, demonstrate compliance, and give investors and regulators confidence in the legitimacy and enforceability of the token offering. Without this documentation, the project risks legal uncertainty and loss of trust.


Board of Directors Resolution

A formal resolution that was passed by the company’s Board of Directors authorizing the issuance of tokens.

Details:

  1. Confirms the legal status of tokens by formally recognizing them as claims on the Issuer that provide the aforementioned rights.

  2. Specifies the purpose and goals of the token issuance (e.g., fundraising, asset tokenization).

  3. Provides approval for using company resources to support tokenization.

  4. Confirms that the token issuance complies with corporate governance policies and applicable regulations.

Importance:

  1. Demonstrates that the decision was made with full knowledge and consent of the company’s leadership.

  2. Legally frames the token issuance as an official corporate action.


Articles of Association or Corporate Charter

Legal amendments to the company’s foundational documents to reflect the inclusion of token issuance activities.

Details:

  1. Specifies changes made to governance structures, such as adding the ability to issue tokens or recognize token holders’ rights.

  2. May include provisions for token holders’ voting rights, profit-sharing, or other governance structures.

Importance:

  1. Ensures the company’s foundational documents align with the token issuance and reduce the risks of legal disputes.

  2. Provides a transparent record for regulators and stakeholders.


Was this helpful?