Issuer Onboarding Guide
Issuer Onboarding Guide
Tokenization Onboarding · 9 Stages · Board Resolution to CEDEX Trading
End-to-end onboarding guide for issuers tokenizing assets through Groovy Company, Inc.'s RWA Tokens platform. The platform supports three asset classes through three production modules:
Module 1 — Equities. OTC microcap (OTCQB, OTCID, Expert Market), NASDAQ, AMEX, TSX, and global exchange-listed equities.
Module 2 — Real Estate. Commercial buildings, multifamily portfolios, real-estate funds, and basin-attached real-property assets.
Module 3 — CORECM. Carbon Ore, Rare Earth, and Critical Minerals — basin assets and mining concessions issuing under SEC Reg D, Reg S, and Reg CF exemptions.
This document covers corporate prerequisites, Empire Stock Transfer custody, on-chain token creation, offering mechanics, and secondary-market activation across all three modules. Stages 1–9 are the standard onboarding flow; module-specific variations are called out in §16.
Table of Contents
Overview
Prerequisites
Stage 1 — Application
Stage 2 — Due Diligence
Stage 3 — Legal Documentation
Stage 4 — Empire Custody Agreement
Stage 5 — Asset Deposit
Stage 6 — Reg D / Reg S / Reg CF Filing
Stage 7 — Token Minting
Stage 8 — CEDEX Listing
Stage 9 — Live Trading
Post-Launch Operations
Costs and Timeline
Technical Requirements for Issuer Counsel
Frequently Asked Questions
Module-Specific Onboarding Variations
1. Overview
What Happens
The issuer authorizes the asset that will back the ST22 tokens, deposits the underlying instrument with Empire Stock Transfer under irrevocable custody, and the platform mints 1:1 ST22 Digital Securities tokens on Solana. The tokens trade 24/7 on CEDEX (cedex.market) with all 42 Transfer Hook security controls enforced on every trade.
The same nine-stage flow applies across all three modules. The asset class differs — Common Class B equity for Module 1, single-asset real-property entity for Module 2, basin-asset entity for Module 3 — but the onboarding architecture, custody, oracle attestation, Transfer Hook enforcement, and CEDEX listing are identical.
Division of Responsibility
Issuer ResponsibilityPlatform / Empire Responsibility
Board resolution authorizing tokenized class
Due-diligence review
State filing (Certificate of Designation, single-asset entity charter, or basin-asset entity charter)
Technical tokenization infrastructure
Asset deposit to Empire custody
42 Transfer Hook controls deployed
Reg D / Reg S / Reg CF offering documents
CEDEX listing and Global Pool seeding
Ongoing reporting (10-K, 10-Q, NAV reappraisal, classification refresh)
Real-time custody oracle and compliance monitoring
What Issuers Do Not Provide
Issuers do not need blockchain expertise, smart-contract development capability, market makers, liquidity providers, or exchange-listing fees. The platform handles all technical infrastructure. Issuers provide the corporate authorization and the underlying assets — the platform provides the technology.
End-to-End Flow
2. Prerequisites
Corporate Prerequisites
RequirementDetailWho Prepares
Active corporate entity
Must be in good standing with state of incorporation
Issuer
Board of Directors
Authorized to approve the tokenized share or interest class
Issuer
Charter documentation
Certificate of Incorporation or LLC operating agreement, current with Secretary of State
Issuer counsel
SEC reporting (if applicable)
Current 10-K / 10-Q filings (Module 1 only; not required for all OTC tiers)
Issuer
Transfer-agent relationship
Empire Stock Transfer engagement
Platform coordinates
No disqualifying events
Bad-actor check for officers, directors, and 20%+ beneficial owners
Legal Counsel reviews
Module-specific entity
Single-asset entity (Module 2); basin-asset entity (Module 3)
Issuer counsel
What Issuer Counsel Prepares
DocumentPurposeFiled With
Board Resolution
Authorizes creation and issuance of the tokenized class
Corporate records
Charter Filing
Certificate of Designation (Module 1), single-asset entity charter (Module 2), or basin-asset entity charter (Module 3)
Secretary of State of issuer's jurisdiction
Shareholder Approval (if required)
Approval for new share class creation per articles
Corporate records
Tripartite Agreement
Issuer + Groovy Company, Inc. + Empire Stock Transfer custody and service agreement
All three parties
Reg D / Reg S / Reg CF offering documents
Subscription agreement, investor questionnaire, risk disclosures, PPM
SEC (Form D within 15 days of first sale; Form C for Reg CF)
Module 2 NAV documentation
Independent appraisal report from licensed appraiser
Tripartite filing
Module 3 classification documentation
USGS classification, DOE Critical Materials Strategy alignment, mineral rights and chain of title
Tripartite filing
Technical Prerequisites (Platform Provides)
ComponentStatus at Onboarding
Solana Mainnet-Beta programs
Deployed and audited
Transfer Hook program
Live — 42 controls operational
Empire custody oracle
Ed25519 attestation active (~400ms cadence)
CEDEX trading venue
Live at cedex.market
Global Unified CEDEX Liquidity Pool
Funded, LP burned, permanently locked
Investor onboarding portal
Empire Stock Transfer dashboard active
Module 2 NAV oracle infrastructure
NAV relay service operational
Module 3 Classification oracle infrastructure
USGS / DOE feed monitoring operational
3. Stage 1 — Application
Process
The issuer submits an application via the Issuer Portal at rwatokens.net/issuers.
Application Information Required
FieldExamplePurpose
Company legal name
ACME Corporation
Issuer identification
State of incorporation
Delaware
Determines charter-filing jurisdiction
CIK number (if SEC reporting)
0001234567
EDGAR data integration for Layer 9 IDOS off-chain compliance
Module
Module 1 (Equities), Module 2 (Real Estate), or Module 3 (CORECM)
Determines onboarding workflow
OTC tier (Module 1 if applicable)
OTCQB / OTCID / Expert Market
Market context
Authorized shares / interest units
100,000,000 Common (Module 1); 1,000,000 LLC units (Module 2); 1,000,000 basin-asset units (Module 3)
Capital structure review
Proposed tokenized authorization
10,000,000 Common Class B / 100% LLC units / 100% basin-asset units
Tokenization scope
Primary contact
CEO / CFO / General Counsel
Onboarding coordination
Issuer website
acme-corp.com
Due-diligence baseline
Module-Specific Application Information
Module 1 (Equities): OTC tier, 15c2-11 status, last 10-K filing date, Caveat Emptor flags, market-maker presence.
Module 2 (Real Estate): Property address, square footage, NAV (most recent appraisal), property type (commercial, multifamily, retail, industrial), occupancy and revenue history, single-asset entity formation.
Module 3 (CORECM): Mineral basin location, USGS classification (rare earth, critical mineral, etc.), DOE Critical Materials Strategy alignment, mineral-rights chain of title, basin-asset entity formation, any current federal contracts or supply-chain commitments.
Platform Response
Application is acknowledged within 2 business days. Issuer Services assigns a primary contact. Due-diligence process is initiated.
4. Stage 2 — Due Diligence
Diligence Scope
Diligence AreaWhat Is ReviewedSource
Corporate standing
Good standing, articles of incorporation, bylaws
Secretary of State records
SEC filings (Module 1, if reporting)
10-K, 10-Q current status, EDGAR filing history
SEC EDGAR (Layer 9 IDOS scoring)
Shareholder structure
Outstanding shares, beneficial ownership, control persons
Transfer-agent records
Officers and directors
Identity verification, background, bad-actor check
SEC EDGAR, public records
OTC Markets status (Module 1)
Current tier, 15c2-11 compliance, Caveat Emptor flags
OTC Markets Group
Litigation / enforcement
Pending SEC actions, ongoing litigation
PACER, SEC EDGAR, public records
Financial condition
Going-concern opinions, auditor status
Most recent 10-K / audited financials
Module 2: Property documentation
Title, valuation, occupancy, environmental disclosures
Title insurer, appraiser, Phase I / II reports
Module 3: Mineral rights
Title chain, lease terms, classification, federal contracts
County records, USGS, DOE contract registry
IDOS Score (Module 1 — Layer 9)
The platform's Layer 9 off-chain compliance system generates an Issuer Distress and Opportunity Score (IDOS) for Module 1 applicants, scoring tokenization readiness across EDGAR filing data, OTC Markets tier status, market-maker presence, trading volume, and shareholder concentration. The score informs onboarding priority — it does not determine eligibility.
Module 2 Real Estate Diligence
In addition to corporate standing, Module 2 due diligence reviews property-specific documents: independent appraisal, title insurance, occupancy and lease history, environmental Phase I (and Phase II if triggered), real-estate tax history, and operating expense schedules. The single-asset entity must be properly formed in a jurisdiction acceptable to Empire Stock Transfer (Delaware, Wyoming, and Nevada are pre-approved for single-asset LLCs).
Module 3 CORECM Diligence
Module 3 due diligence adds a federal-classification review: USGS Critical Minerals List status, DOE Critical Materials Strategy alignment, Section 232 sensitivity, Defense Production Act Title III applicability, and any current or pending federal contracts. Mineral rights chain of title is independently verified through county records and the relevant state oil-gas-and-minerals registry.
Due-Diligence Timeline
ModuleTypical DurationComplex-Situation Range
Module 1
5–10 business days
15–30 business days
Module 2
10–15 business days
25–45 business days (environmental escalation)
Module 3
15–25 business days
30–60 business days (federal-classification review)
Outcome
ResultNext Step
Approved
Proceed to Stage 3 — Legal Documentation
Conditionally approved
Specific issues identified for remediation; re-review upon resolution
Declined
Written explanation provided; may re-apply after conditions addressed
5. Stage 3 — Legal Documentation
5.1 Board Resolution
The issuer's Board of Directors passes a resolution authorizing:
Creation of the tokenized share or interest class (Common Class B for Module 1; LLC units for Module 2; basin-asset units for Module 3).
Deposit of the tokenized class with Empire Stock Transfer under irrevocable custody.
Tokenization as ST22 Digital Securities through the RWA Tokens platform.
Appointment of Empire Stock Transfer as qualified custodian.
Authorization of Reg D, Reg S, and (if applicable) Reg CF offerings.
The board resolution is a corporate action of the issuer — not a platform document. The platform provides a template; issuer counsel customizes it for the specific corporate-governance requirements of the issuer.
5.2 Charter Filing
The state filing depends on the module:
Module 1 — Certificate of Designation. Filed with the Secretary of State of the issuer's jurisdiction of incorporation. Specifies Common Class B shareholder rights:
TermIssuer DecisionExample
Voting rights
Per share or aggregate
1 vote per Common B share
Dividend rights
Pari passu with Common A, or specified
Equal to Common A dividends
Liquidation preference
Pro rata or specified
Pro rata with all common shares
Conversion rights
Convertible to Common A, or not
1:1 conversion at holder election
Protective conversion triggers
Standard or customized
Bankruptcy, SEC enforcement, loss of Empire (Controls 35–38)
Anti-dilution
Standard or broad-based
Standard
Redemption
At issuer option, holder option, or none
None
Module 2 — Single-Asset Entity Charter. Filed with the entity's jurisdiction of formation. The single-asset entity owns the underlying real-property asset directly. The entity's operating agreement specifies token-holder economic rights, NAV reappraisal cadence, and protective-conversion triggers tied to property events (default, condemnation, environmental order).
Module 3 — Basin-Asset Entity Charter. Filed with the basin-asset entity's jurisdiction of formation. The basin-asset entity owns the underlying mineral basin or mining concession directly. The entity's operating agreement specifies token-holder economic rights, classification refresh cadence, and protective-conversion triggers tied to federal action (Executive Order, Section 232 order, DPA Title III order, USGS classification change, court order).
The platform does not dictate these terms. Each issuer designates governance terms appropriate to the asset structure and investor base. Charter documents are public — filed with the state, verifiable by any party.
5.3 Tripartite Agreement
Three-party agreement between the issuer, Groovy Company, Inc., and Empire Stock Transfer establishing:
Custody terms (irrevocable, perpetual).
Oracle attestation authorization (Empire signs Ed25519 every Solana block).
Fee structure (5% on all ST22 transactions).
Compliance obligations (ongoing reporting, cooperation with regulatory inquiries).
Termination provisions (protective conversion triggers).
Module-specific oracle responsibilities (NAV reappraisal cadence for Module 2; classification refresh cadence for Module 3).
6. Stage 4 — Empire Custody Agreement
Empire Stock Transfer's Dual Role
Empire Stock Transfer serves two distinct functions for every ST22 issuance, regardless of module:
Qualified Custodian. SEC §17A-registered transfer agent holding the underlying asset (Common Class B shares for Module 1; single-asset entity equity for Module 2; basin-asset entity equity for Module 3) in irrevocable custody.
Sole Investor Onboarding Authority. KYC, KYB, AML risk scoring (Chainalysis KYT and TRM Labs), OFAC and SDN screening, and wallet verification for all ST22 investors.
Custody Agreement Terms
TermSpecification
Custody type
Irrevocable — assets cannot be withdrawn by the issuer
Custody duration
Perpetual — no expiration
Recordkeeping
Empire Master Securityholder File — the authoritative shareholder record
DLT integration
Category 1 Model B — DLT used in official shareholder records per the January 28, 2026 Joint Staff Statement
Oracle authorization
Issuer authorizes Empire to sign Ed25519 custody attestations every Solana block
Asset identifier assignment
Empire coordinates CUSIP assignment (Module 1), property identifier (Module 2), or basin identifier (Module 3)
Regulatory compliance
Empire maintains Rules 17Ad-2 through 17Ad-13 compliance
Protective conversion
Empire executes conversion upon trigger events per the charter document
Empire Credentials
CredentialDetail
SEC registration
Section 17A of the Securities Exchange Act of 1934
Operating since
2006
Companies served
530+ publicly traded companies
Geographic scope
Operations across five continents
Conflict-of-Interest Disclosure
Patrick Mokros serves as Chief Operating Officer of Groovy Company, Inc. and Founder of Empire Stock Transfer. This dual role is material to the platform's operating structure and is disclosed to every issuer at Stage 4. The Audit Committee of Groovy Company's Board reviews and approves all Empire-related transactions under the platform's Related Party Transactions Policy. The dual relationship is the structural mechanism that delivers tight integration between custody attestations and on-chain enforcement (~400ms Ed25519 cadence) — but it is mitigated by independent Audit Committee oversight, independent annual audit, and the irrevocability of custody (which limits any party's ability to act unilaterally).
7. Stage 5 — Asset Deposit
Module 1 — Common Class B Share Deposit
Module 2 — Single-Asset Entity Deposit
Module 3 — Basin-Asset Entity Deposit
On-Chain Oracle Activation
Once assets are deposited, the custody oracle begins attesting on every Solana block. The oracle operates continuously from this point — even before tokens are minted. This ensures the 1:1 backing verification is active before the first investor receives tokens.
8. Stage 6 — Reg D / Reg S / Reg CF Filing
Offering Framework
ST22 offerings are conducted under three SEC offering exemptions, depending on investor base:
Reg D — US accredited investors (17 CFR §§ 230.501–506).
Reg S — non-US investors, offshore-transaction safe harbor (17 CFR §§ 230.901–905).
Reg CF — US retail crowdfunding (17 CFR §§ 227.100–504).
The issuer selects the exemption(s) that match the offering's investor base. A single offering may use Reg D and Reg S in parallel (US accredited plus non-US); Reg CF is typically conducted as a separate offering under the integration safe harbors.
Form D Filing (Reg D and Reg S)
RequirementDetail
Filing deadline
Within 15 calendar days of first sale
Filed with
SEC (electronically via EDGAR)
Content
Issuer identity, offering amount, exemption claimed, sales commissions
Amendment
Annual amendments as required, or upon material changes
Prepared by
Issuer counsel (platform provides template guidance)
Form C Filing (Reg CF)
RequirementDetail
Filing deadline
Before any offer is made
Filed with
SEC (electronically via EDGAR)
Content
Form C disclosure statement, financial statements (audited or reviewed depending on offering size), risk factors
Conducting platform
A FINRA-registered funding portal must conduct the offering
Prepared by
Issuer counsel
Investor Eligibility
Investor TypeVerificationHolding PeriodEnforced By
US accredited (Reg D)
Empire KYC plus accreditation verification
6 months (Rule 144)
Transfer Hook Control 24
Non-US (Reg S)
Empire KYC plus non-US person verification
12 months (Reg S compliance period)
Transfer Hook Control 24
US retail (Reg CF)
Empire KYC plus Reg CF investor-cap verification
12 months (Reg CF)
Transfer Hook Control 24
Non-eligible
Not eligible
—
Transfer Hook rejects (Error 6007)
Settlement
All ST22 purchases settle via GENIUS Act-compliant stablecoins:
USDC (Circle) — primary.
PYUSD (PayPal / Paxos) — secondary.
Settlement is atomic with token delivery — stablecoin transfer and ST22 token delivery execute in a single Solana transaction with full Transfer Hook enforcement.
Issuer receives: 95% of subscription proceeds (5% platform fee deducted). The platform fee is paid in USDC; settlement to issuer is wired to the issuer's designated USD bank account.
9. Stage 7 — Token Minting
Mint Creation — Irreversible
The ST22 mint is created on Solana using SPL Token-2022 with the Transfer Hook extension. Once created, the Transfer Hook is permanently attached — it cannot be removed, disabled, or changed.
Technical Process
Token Characteristics
AttributeValue
Token standard
SPL Token-2022 (Solana)
Transfer Hook
Platform Transfer Hook — 42 controls, permanently attached
Decimals
9 (standard)
Supply
Exactly 1:1 with Empire-custodied units
Mint authority
Controlled — new minting requires Empire custody deposit first
Freeze authority
Empire permanent delegate (emergency-freeze capability)
Metadata
On chain: issuer name, symbol, asset identifier, charter reference
What the Issuer Sees
The issuer does not interact with Solana, Rust, or smart contracts. The technical process is executed by the platform's engineering team. The issuer receives:
ST22 mint address (Solana public key).
CEDEX trading-pair URL (cedex.market/trade/SYMBOL).
SecurityConfig confirmation (42 controls active; parameters verified).
CustodyOracle health dashboard (real-time 1:1 attestation status).
Module 2: NAV oracle dashboard (current NAV; reappraisal countdown).
Module 3: Classification oracle dashboard (USGS / DOE status; federal-action monitor).
10. Stage 8 — CEDEX Listing
Pool Creation
The platform creates a CEDEX trading pool for the ST22 token. Pool creation is protocol-controlled — only the platform can initialize pools. Third parties cannot create pools, which prevents the unauthorized-LP-creation attack class observed in beta deployments.
Fee Distribution (Per Trade)
RecipientRatePurpose
Issuer treasury
2.00%
Revenue to issuer — withdrawable
GROO staking pool
1.50%
Distributed to GROO stakers
Protocol operations
1.06%
Infrastructure, oracles, development
Global Pool
0.44%
Permanently locked — pool deepening
Total
5.00%
The issuer earns 2% of every secondary trade on CEDEX. This is automatic, on chain, and requires no action from the issuer. Revenue accrues to the issuer's designated treasury wallet.
Listing Checklist
11. Stage 9 — Live Trading
What Happens at Launch
24/7 Trading
CEDEX operates 24 hours a day, 7 days a week, 365 days a year. No market hours. No geographic restrictions beyond OFAC and jurisdictional sanctions enforcement. Any Empire-verified eligible investor worldwide can trade.
What the Issuer Sees Post-Launch
Dashboard FeatureDescription
Real-time price
Current CPMM price from the CEDEX pool
Trading volume
24-hour, 7-day, 30-day volume in SOL and USD
Holder count
Number of unique wallets holding ST22 tokens
Custody status
Real-time 1:1 attestation from the Empire oracle
Fee revenue
Cumulative 2% issuer share of trading fees
Holding-period status
Count of locked versus unlocked positions
Circuit-breaker status
Active or normal
Module 2: NAV vs. price
Current price deviation from latest appraisal; reappraisal countdown
Module 3: Classification status
Current USGS / DOE classification; federal-action monitoring status
12. Post-Launch Operations
Ongoing Issuer Obligations
ObligationFrequencyModule ScopeConsequence of Non-Compliance
SEC reporting (10-K, 10-Q)
Annual / quarterly (if applicable)
Module 1
Control 37 may trigger — issuer-eligibility lapse halts ST22 transfers
Cooperate with regulatory inquiries
As needed
All
Tripartite-agreement obligation
Maintain corporate good standing
Continuous
All
Charter validity depends on good standing
Update material information
As events occur
All
Investors rely on accurate disclosure
Notify platform of material changes
Immediately
All
Board changes, enforcement actions, M&A, bankruptcy
NAV reappraisal
Per tripartite cadence (typically annual)
Module 2
NAV-deviation breaker pauses mint until fresh appraisal
Classification refresh
Continuous monitoring
Module 3
Federal-action freeze triggers automatically on detected action
Property reporting (rent rolls, occupancy)
Quarterly
Module 2
Material misstatement may trigger PC-38
Mineral-rights reporting
Quarterly
Module 3
Material misstatement may trigger PC-38
Protective-Conversion Triggers
If any of these events occur, the 42 Transfer Hook controls include automatic protective-conversion provisions (Controls 35–38):
TriggerControlAction
Bankruptcy filing
PC-35
Tokenized class automatically converts to underlying physical security per the charter
SEC enforcement action
PC-36
Automatic conversion
Criminal indictment (officer or director)
PC-36
Automatic conversion
Loss of Empire Stock Transfer services
PC-37
Automatic conversion
Material breach of tripartite agreement
PC-38
Conversion at platform plus Empire discretion
Module 3 adds an additional implicit trigger: a federal action that effectively prohibits operation of the underlying basin asset can result in PC-37 conversion via Empire's discretion under the basin-asset entity charter.
Oracle Monitoring
The issuer can monitor oracle health at any time via the platform's monitoring API:
A discrepancy_detected: true response halts all trading on the issuer's ST22 token until 2-of-3 oracle consensus resolves the discrepancy. This has never occurred across three beta issuers and over $7M of processed liquidity.
Module 2 issuers can also query the NAV oracle:
Module 3 issuers can also query the Classification oracle:
13. Costs and Timeline
Costs
CostAmountPaid ByWhen
Minting fee
$1,000–$25,000 (tiered by valuation)
Issuer
One-time at Stage 7
Legal documentation
Varies (issuer counsel fees)
Issuer
Stages 3–6
Empire custody agreement
Included in tripartite agreement
Covered by platform fee
Stage 4
CEDEX listing
$0
No listing fee
Stage 8
Module 2 appraisal (initial)
$5,000–$25,000 (licensed appraiser)
Issuer
Stage 5
Module 2 appraisal (reappraisal)
$3,000–$15,000 per reappraisal
Issuer
Per cadence in tripartite
Module 3 classification verification
$5,000–$20,000 (initial USGS / DOE confirmation)
Issuer
Stage 5
Ongoing platform fee
5% of trading volume (deducted per trade)
Traders (not issuer)
Continuous
Ongoing custody
Included in platform operations
Covered by platform fee
Continuous
Market maker
$0 — not required
N/A
N/A
Timeline
StageModule 1 DurationModule 2 DurationModule 3 Duration
1. Application
1–2 business days
1–2 business days
1–2 business days
2. Due Diligence
5–10 business days
10–15 business days
15–25 business days
3. Legal Documentation
10–20 business days
15–25 business days
15–30 business days
4. Empire Custody Agreement
5–10 business days
5–10 business days
5–10 business days
5. Asset Deposit
3–5 business days
5–10 business days
5–15 business days
6. Reg Filing
1–2 business days
1–2 business days
1–5 business days
7. Token Minting
1–2 business days
1–2 business days
1–2 business days
8. CEDEX Listing
1–2 business days
1–2 business days
1–2 business days
9. Live Trading
Immediate
Immediate
Immediate
Cumulative (typical)
8–12 weeks
10–14 weeks
12–16 weeks
Primary variable across all modules: legal documentation preparation (Stage 3), which depends on issuer counsel responsiveness and corporate-governance complexity. Module 3 timeline is longer primarily due to USGS / DOE classification verification and federal-action review.
Comparison to Traditional Infrastructure
Cost CategoryTraditional Market InfrastructureRWA Tokens Platform
Market-maker retainer
$5,000–$20,000 / month
$0
Exchange listing
$50,000–$250,000
$0
Annual compliance
$25,000–$75,000
Included in 5% platform fee
Tokenization fee
N/A
$1,000–$25,000 (one-time)
Time to market
6–12 months
8–16 weeks
14. Technical Requirements for Issuer Counsel
What Counsel Needs to Know
Issuer counsel does not need blockchain expertise. The technical infrastructure is the platform's responsibility. Counsel's role is limited to corporate governance and securities law:
Counsel ResponsibilityTechnical Context
Draft charter document
Module 1 Certificate of Designation; Module 2 single-asset entity charter; Module 3 basin-asset entity charter. Filed with the issuer's state. Platform provides template; counsel customizes.
Board resolution
Authorizes tokenized class creation and Empire custody. Standard corporate action. Platform provides template.
Reg D / Reg S / Reg CF compliance
Standard private-placement and crowdfunding-exemption practice. Form D filing within 15 days; Form C filing before Reg CF offering. Empire handles investor verification — counsel reviews offering documents.
Bad-actor check
Disqualification verification for officers, directors, and 20%+ beneficial owners. Standard Reg D requirement.
Tripartite-agreement review
Three-party custody and service agreement. Counsel reviews terms on behalf of the issuer.
Module 2 property documentation
Title insurance, environmental reports, lease and tenant disclosures. Standard real-estate practice.
Module 3 mineral rights
Title chain verification, lease terms, USGS classification confirmation. Coordination with USGS/DOE counsel as needed.
What Counsel Does Not Need to Know
Solana blockchain architecture.
SPL Token-2022 Transfer Hook implementation.
Smart-contract code (Rust, Anchor).
CPMM AMM mathematics.
Oracle attestation mechanics.
CEDEX trading-venue technology.
Key Legal Concepts for Counsel
ConceptExplanation
Category 1 Model B
SEC classification per the January 28, 2026 Joint Staff Statement. Issuer-sponsored tokenization with DLT in official shareholder records. Direct beneficial ownership; no counterparty risk.
Release No. 33-11412
March 17, 2026 SEC release establishing the Digital Securities taxonomy. ST22 tokens are Category 5 Digital Securities.
Transfer Hook
Solana runtime mechanism enforcing 42 compliance controls on every token transfer. Cannot be bypassed, disabled, or overridden. Provides the structural compliance guarantee — not a policy commitment.
Irrevocable custody
Empire holds the underlying assets permanently. The assets cannot be withdrawn by the issuer. Custody is the basis for 1:1 token backing.
Control 24
On-chain enforcement of Reg D (6 months), Reg S (12 months), and Reg CF (12 months) holding periods. Investors cannot sell before the period elapses regardless of any agreement or instruction.
UCC Article 8
Each ST22 transfer on CEDEX constitutes an effective instruction to update Empire's Master Securityholder File under UCC §8-102(a)(8). Wyoming Digital Asset Statute (W.S. 34-29-101 et seq.) provides additional statutory support.
NAV-Deviation Breaker (Module 2)
On-chain price-bounds enforcement against appraised NAV. Pauses trading if the price deviates beyond the configured threshold; resumes after fresh appraisal.
Federal-Action Freeze (Module 3)
Automatic Control 42 activation on detected federal actions (Executive Orders, Section 232 orders, DPA Title III orders, USGS classification changes). Coordinates with Empire under the basin-asset entity charter.
15. Frequently Asked Questions
Corporate
Does tokenization change the issuer's corporate structure?
No. Module 1 tokenization creates a new share class (Common Class B) alongside existing shares. Existing common shareholders, board structure, and corporate governance are unchanged. Module 2 and Module 3 tokenization use a single-purpose entity that owns the underlying asset; the issuer's primary entity is unaffected.
Can the issuer control how many tokens are created?
Token supply is always exactly 1:1 with deposited assets. If the issuer deposits 10,000,000 Common Class B shares, exactly 10,000,000 ST22 tokens are created. The issuer controls supply by controlling the asset deposit.
What happens if the issuer wants to stop?
Assets are in irrevocable custody. They cannot be withdrawn. However, protective-conversion triggers (Controls 35–38) can convert ST22 tokens to the underlying physical security under defined conditions (bankruptcy, enforcement, loss of Empire). This is a feature protecting investors, not a limitation — it ensures shareholder rights survive issuer distress.
Financial
What does the issuer earn from secondary trading?
2% of every CEDEX trade flows automatically to the issuer's treasury wallet. On $1M of daily volume, the issuer earns $20,000/day in passive fee revenue.
Who pays the 5% fee?
Traders pay the fee — it is deducted from each CEDEX trade. Issuers do not pay the 5% trading fee. Issuers pay only the one-time minting fee and (for Module 2 and Module 3) appraisal or classification fees.
Does the issuer need a market maker?
No. The Global Unified CEDEX Liquidity Pool serves all issuers simultaneously. Protocol-owned. LP burned. No market maker required, no market-maker fees, no risk of market-maker withdrawal.
Regulatory
What kind of offering is this?
ST22 tokens are Digital Securities under SEC Release No. 33-11412. Offerings are conducted under Reg D (US accredited), Reg S (non-US), and Reg CF (US retail) exemptions. Investors must be verified by Empire Stock Transfer.
Who handles investor verification?
Empire Stock Transfer is the sole investor onboarding authority. Empire handles KYC (individuals), KYB (entities), AML (Chainalysis KYT and TRM Labs), OFAC and SDN screening, and wallet verification. The platform does not perform investor onboarding.
What if SEC reporting lapses (Module 1)?
Transfer Hook Control 37 monitors issuer eligibility via the EDGAR oracle (Layer 6 off chain). If SEC registration lapses or an enforcement action is detected, ST22 transfers may be halted for the affected mint until the condition is resolved.
What if a federal action is issued against the basin asset (Module 3)?
The platform's federal-action monitoring service polls the Federal Register, DOE program announcements, and USGS classification updates on a 5-minute cadence. Detected federal actions matching a basin or mineral class associated with an issued mint trigger an automatic P0 incident. Legal Counsel and 3-of-5 multi-signature execute Control 42 (regulatory freeze) on each affected mint within 60 minutes per the Incident Response Playbook.
Technical
Does the issuer need blockchain developers?
No. The platform handles all blockchain infrastructure. The issuer's technical involvement is zero — the issuer provides corporate authorization and the underlying asset; the platform provides the technology.
Can someone copy the issuer's token on another platform?
Not on CEDEX. ST22 token creation requires Empire Stock Transfer KYC / KYB verification and asset custody deposit. Copycat deployment is structurally impossible because token creation requires on-chain issuer verification. On external platforms, anyone can create a token with any name — this is why CEDEX is the only official venue.
What is the holding period?
US Reg D investors: 6 months under Rule 144. Non-US Reg S investors: 12 months. US Reg CF investors: 12 months. Enforced on chain by Transfer Hook Control 24. No early unlock. No exceptions. The timer starts at token delivery and is recorded in the investor's HoldingPeriodAccount PDA.
16. Module-Specific Onboarding Variations
The nine-stage flow is identical across all three modules. Module-specific variations sit in three places: the asset class deposited at Stage 5, the additional oracles initialized at Stage 7, and the ongoing operational obligations at Stage 12. This section summarizes the distinguishing characteristics of each module.
16.1 Module 1 — Equities
Asset class. Common Class B equity in the issuer's existing corporate entity. The Class B shares are pari passu with Class A on dividends and liquidation preference, with conversion rights as specified in the Certificate of Designation.
Charter document. Certificate of Designation, filed with the Secretary of State of the issuer's jurisdiction.
Asset identifier. CUSIP, assigned by Empire Stock Transfer.
Additional oracle. None beyond the standard custody oracle.
Off-chain integration. EDGAR pipeline supplies issuer-disclosure intelligence to the Layer 9 IDOS off-chain compliance system. The IDOS scoring informs onboarding priority and ongoing monitoring.
Suitable issuers. OTC microcap (OTCQB, OTCID, Expert Market), NASDAQ, AMEX, TSX, and other exchange-listed issuers seeking 24/7 secondary-market liquidity for accredited and non-US investors. Transition from quarterly to continuous-market dynamics.
16.2 Module 2 — Real Estate
Asset class. Equity in a single-asset entity (typically a Delaware, Wyoming, or Nevada LLC) that owns the underlying real-property asset directly.
Charter document. Single-asset entity charter and operating agreement, filed with the entity's jurisdiction. Operating agreement specifies token-holder economic rights, NAV reappraisal cadence, and protective-conversion triggers tied to property events (default, condemnation, environmental order).
Asset identifier. Property identifier, coordinated by Empire with the title insurer.
Additional oracle. NAV Oracle (per mint). Holds the most recent appraised NAV, the appraiser's signature, the last-reappraisal timestamp, the next-reappraisal target timestamp, and the deviation tolerance.
Additional SecurityConfig parameters. nav_deviation_max_bps (price-versus-NAV deviation tolerance), nav_reappraisal_max_age_secs (maximum age before NAV is considered stale), nav_circuit_breaker_enabled.
On-chain enforcement. Transfer Hook reads the NAV oracle during the price-impact circuit-breaker check (CB-21). When the on-chain price deviates from the NAV by more than the configured threshold, the affected mint is paused on the AMM until a fresh appraisal restores the price within bounds.
Operational cadence. NAV reappraisal per tripartite cadence (typically annually, with quarterly between-cycle reviews triggered by market events). Property reporting (rent rolls, occupancy, operating expenses) submitted quarterly.
Suitable issuers. Commercial real estate (offices, retail, multifamily, industrial), real-estate funds, single-asset entities issuing directly. A representative use case: a $4.5M commercial building converted from a Nevada LLC into a Nevada corporation with Common Class B authorization, fractionalized at 22% premium to NAV under NAV-deviation pricing.
16.3 Module 3 — CORECM (Carbon Ore, Rare Earth, and Critical Minerals)
Asset class. Equity in a basin-asset entity that owns the underlying mineral basin or mining concession directly. The basin-asset entity's primary asset is the mineral rights and the operational concession associated with the basin.
Charter document. Basin-asset entity charter and operating agreement, filed with the entity's jurisdiction. Operating agreement specifies token-holder economic rights, classification refresh cadence, and protective-conversion triggers tied to federal action (Executive Order, Section 232 order, DPA Title III order, USGS classification change, court order).
Asset identifier. Basin identifier, coordinated by Empire with USGS data and county records.
Additional oracle. Classification Oracle (per mint). Holds the most recent USGS Critical Minerals List classification, DOE Critical Materials Strategy status, federal-action status, and the last-refresh timestamp.
Additional SecurityConfig parameters. classification_max_age_secs (maximum age of Classification Oracle before staleness review), federal_action_freeze_enabled (whether automatic Control 42 freeze triggers on federal action).
On-chain enforcement. Transfer Hook reads the Classification oracle on every transfer. If the federal-action status is non-null, Control 42 (regulatory freeze) is automatically activated through the platform's federal-action monitoring. Enhanced KYC depth (beneficial ownership to ultimate owner) is required for entity investors given federal-action sensitivity.
Federal frameworks tracked.
FrameworkTrigger Source
USGS Critical Minerals List
Annual list; emergency updates
DOE Critical Materials Strategy
Program announcements
Section 232 (Trade Expansion Act of 1962)
Presidential proclamation
Defense Production Act Title III
Executive Order; DOD contract action
Inflation Reduction Act critical-minerals provisions
IRS guidance; Treasury rulemaking
Executive Order 14017 (supply-chain resilience)
EO updates; agency reports
Energy Act of 2020
DOE program updates
Operational cadence. Continuous classification monitoring (24-hour cache). Quarterly mineral-rights reporting submitted by issuer. Federal-action incidents handled per the Incident Response Playbook §13 within 60-minute SLA from detection to Control 42 execution.
Suitable issuers. US strategic-mineral basin operators, rare earth mining concessions, carbon-ore (DOE coal-derived REE recovery) operations, and other Module 3 asset classes aligned with the federal critical-minerals supply-chain priorities.
Related Documentation
Smart Contract Reference — Program-by-program documentation including instruction signatures, account schemas, event emissions, and PDA registry.
Transfer Hook Reference — Standalone reference for the 42 controls, including module-aware extensions.
Empire Stock Transfer Integration — Custody architecture, Ed25519 attestation lifecycle, MSF, KYC/KYB/AML/OFAC, conflict-of-interest disclosure, module-aware custody coverage.
Compliance Integration Guide — Regulatory mapping, Category 1 Model B requirements, BSA/AML, OFAC, holding periods, module-specific compliance, federal-action coordination.
Oracle Integration Guide — Custody, OFAC, AML, TWAP, EDGAR, NAV (Module 2), Classification (Module 3) relay architecture.
Tokenomics Deep Dive — Pool economics, fee distribution, NAV mechanics, and protocol revenue.
Security Model — Threat model and investor-protection architecture.
RWA Tokens · Issuer Onboarding Guide · Groovy Company, Inc. Issuer Services contact: issuers@rwatokens.net
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