Tokenized multifamily with US accredited and Reg S investors

Tokenized multifamily is the most repeatable form of real estate tokenization because the asset is familiar to investors and the cash flow is rent. The structuring question is rarely the property. It is how to serve US accredited investors and non-US investors in the same vehicle, with different classes, without running two parallel processes. This article walks through a delivered case: a 300-unit value-add multifamily complex in the United States that raised $19M in about six weeks.

The asset and the raise

The property was a value-add multifamily complex of 300 units. The raise was $19M from 80–90 investors at an average ticket of $200–250k. The investor pool was mixed: US accredited investors and international investors under Reg S. Distributions are quarterly.

The issuer was a Wyoming LLC with ERC-1400 transfer controls and three share classes with a waterfall. Time from term sheet to live onboarding was about six weeks, the shortest of the delivered deals on the cases page. The full write-up is in the Asset Haus case study.

Why a Wyoming LLC

The rule used in delivered deals is that the issuer sits where the investors can be served. For a US pool that means Wyoming or Delaware. With the property also in the United States, the two-jurisdiction question collapsed into one, which is a large part of why this deal launched fastest.

The formation pack was a Wyoming LLC with an operating agreement. The operating agreement defines the classes, the waterfall, the manager's authority and the transfer restrictions. Everything the registry later enforces is written there first.

Three share classes on one registry

Value-add multifamily usually needs more than one class because investors want different trade-offs between current income and profit participation. This deal ran three classes in a single LLC. Each class combined a preferred return, a profit share or an IRR hurdle in a different mix. The waterfall paid them in sequence from the same distributable cash.

Three things made that workable in software rather than in spreadsheets. First, three class-specific subscription agreements, so each investor signed the terms of their own class. Second, a waterfall distribution policy agreed before launch, which the distribution engine executes each quarter. Third, a multi-class registry, where each position carries its class, its documents and its transfer rules. The class percentages themselves are deal terms and belong in the offering documents, not in an article.

Two exemptions, one registry

A US private offering typically relies on Regulation D, under Rule 506(b) or 506(c), for US investors. Regulation S covers non-US investors. Both are exemptions, each with its own conditions and evidence. This is an orientation, not legal advice; securities counsel sets the exemption for each offering.

The delivered deal used a PPM with a Reg S addendum. US accredited investors subscribed under the main memorandum and provided accreditation evidence at onboarding. Non-US investors subscribed under the addendum and provided evidence of their eligibility. Both groups landed on the same Wyoming LLC registry.

What keeps them separate afterwards is eligibility enforced per position. Each position on the registry records which exemption it was issued under and which holder eligibility it requires. ERC-1400 transfer controls check that record before any transfer settles. A position issued to a Reg S investor cannot move to a holder who fails that position's rules. A US accredited position cannot move to an unverified holder. Whitelists, lock-ups, jurisdiction blocks and consent workflows are all applied at the position level, not to the vehicle as a whole.

There is no public exchange. Transfers happen between whitelisted, eligible holders with the consents the documents require, and the registry refuses anything else.

Onboarding in practice

The onboarding workflow ran through one investor portal for both groups. Investors passed KYC/KYB, provided their eligibility evidence, signed electronically, subscribed to their class and received an allocation. In delivered cases KYC pass rates exceeded 90%. Investors choose their payment rail at subscription; in delivered deals those rails were USD wire, USDT, USDC or AED.

Because the exemption and the class are captured at subscription, the registry is complete on closing day. There is no post-close reconciliation between a transfer agent's spreadsheet, the operating agreement and the bank.

Quarterly distributions and reporting

Each quarter the distribution engine reads the registry, applies the waterfall policy class by class, and pays each investor in the currency chosen at subscription. Quarterly reports are generated from the same data, using report templates agreed before launch. The sponsor sees a live dashboard. Lenders and auditors receive exports rather than reconstructed cap tables.

Corporate actions run through the same registry and the same investor portal, so the multi-class cap table never drifts from the documents.

Why about six weeks

Three factors explain the timeline. One jurisdiction for both the asset and the issuer. A well-understood exemption set with clear evidence requirements. And a standard document pack, formation, PPM, subscription agreements, distribution policy and report templates, with no custom governance layer. Deals with a foreign asset, a second jurisdiction or a custom governance layer took longer. The Dubai residential development took about eight weeks, the Turkish hotel about ten, and the US logistics warehouse with a DAO governance framework fourteen.

Restifi is the real estate and hospitality tokenization brand of Asset Haus. Asset Haus delivers the structuring, formation with licensed counsel, onboarding, registry, distributions and reporting. It is a technology and infrastructure provider, not a broker-dealer, exchange, custodian or adviser. Hotels and resorts follow a different underwriting logic, covered in how to tokenize a hotel.

If you sponsor a multifamily complex with $5M to $25M of equity and a mixed US and international investor base, read the real estate page or tell us about the asset.