Where should a funded company hold its IP, its equity — and its tokens?
Holding structures for technology businesses and digital assets in a regulated jurisdiction: IP and equity holding, token cap-tables, the VASP perimeter and founder–investor documents.
What we solve
After a funding round, structure stops being a formality. Investors want to know where the IP sits, how the token allocation reconciles with the cap-table, and whether anything the company does falls inside a licensing perimeter. Vague answers cost the next round more than legal fees ever will.
Hong Kong offers what funded teams actually need: a regulated, predictable jurisdiction with a formal licensing regime for virtual asset trading platforms in force since 2023. We build the holding structure, reconcile tokens with equity, and map the regulatory perimeter — with locally licensed counsel wherever Hong Kong licensing law is engaged.
What we do
IP & equity holding structures
Where the IP and the equity sit: Hong Kong and offshore layers built for the next round and an eventual exit.
Token / equity cap-table
Cap-tables that reconcile token allocations with equity: vesting, lock-ups and investor rights across both instruments.
VASP perimeter mapping
Whether your activity falls within Hong Kong's virtual asset service provider licensing regime — assessed together with locally licensed counsel.
Founder & investor agreements
Founder vesting, convertible instruments and priced rounds; shareholder and token-side investor documents under English law.
Data & licensing
Data flows, IP licensing within the group and the contracts that keep ownership where you put it.
Representative experience
Post-round restructuring for a developer studio
Moved IP into a Hong Kong holding company with a BVI top layer after a funding round, aligning the cap-table and investor consents.
Token and equity reconciliation
Documented a unified cap-table for a protocol team whose early backers held a mix of token warrants and equity.
VASP perimeter assessment
Mapped a trading platform's activities against Hong Kong's licensing regime with local counsel; the operating model was adjusted pending a licensing decision.
Matters are described without identifying parties or amounts. More representative matters.
Partners recognised in Chambers and Legal 500.
Recognition sits with the individuals who run your matter — not with a logo. The partners responsible for this practice are listed in the leading independent directories.
- 01Initial meeting and conflict check, then a written assessment of your situation.
- 02A proposal with a clear fee structure and scope before any work begins.
- 03The matter is run with regular updates and direct partner access.
- 04A result report and a recommendation on next steps.
The team for this practice
Eleanor Yip
HKIAC arbitration, enforcement Mainland ↔ Hong Kong, International Commercial Court.
Raymond Ng
Territorial tax positions, DTA access, holding structures, bank onboarding.
Marcus Tan
Sanctions and AML compliance, KYC files, regulatory perimeter.
Leonid Kim
Corporate and transaction support.
Julian Ferris
Sanctions, AML and compliance in a neutral jurisdiction.
Questions clients ask
Is Hong Kong a credible jurisdiction for digital-asset businesses?
Yes — credible precisely because it is regulated. A licensing regime for virtual asset trading platforms has been in force since 2023, and the direction of policy is formalisation rather than prohibition. For a funded team, predictability is worth more than permissiveness.
Do we need a VASP licence?
It depends on the activity. Operating a trading platform for third parties sits inside the perimeter; holding your own treasury or issuing a token for your own protocol may not. The mapping is fact-specific and is done together with locally licensed counsel — it is the one question in this practice you do not want answered approximately.
Where should the IP sit relative to the equity?
Usually in a holding company that licenses it down to operating entities — so a dispute, an insolvency or a pivot in one market does not drag the core asset with it. The right level depends on the exit you are building towards, which is where we start.
Can token holders and shareholders coexist on one cap-table?
They can, if the documents reconcile the two claims: who gets what on exit, how vesting aligns across instruments, and which rights travel with tokens versus shares. Most later-stage disputes we see trace back to a cap-table that answered none of those questions.
We are mid-raise. When should the structure be fixed?
Before the term sheet is signed, ideally — every restructuring after that point needs investor consent. If the round is already moving, we triage: what must be fixed pre-closing, and what can wait for a planned post-closing step.
Where should an employee option plan sit?
At the level where the equity story lives — usually the holding company — so options survive restructurings and convert cleanly at exit. Plans bolted onto an operating subsidiary tend to break exactly when they matter.
What do investors ask about structure in due diligence?
Three things, reliably: does the company own its IP, does the cap-table match what everyone was told, and is any activity inside a licensing perimeter.
Our work in this practice is making all three answers documented yeses — or honestly fixing the one that is not.
From the Tech & Web3 cluster
The VASP perimeter: licensed, exempt or out of scope
Reconciling tokens with equity on one cap-table
Where the IP should sit before your next round
Practitioner notes for this practice are in preparation and will appear in the Tech & Web3 cluster.
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A written assessment of your position and options is the usual first step.