Asset rights and segregation
Verify title, cash flows, security interests and insolvency segregation, and define the legal rights held by token holders.
RWA and Crypto Fund Legal Services
The hard part of an RWA or crypto fund is not recording an asset or fund interest on-chain. It is aligning asset rights, fund structure, management, custody, offering and exit in one workable legal and operating path.
Mankun advises on digital-asset investment, cross-border structures, product issuance and ongoing compliance.We start with investors, underlying assets, funds flow and token rights, then determine the appropriate fund form, regulatory permissions, distribution, custody and exit arrangements.
Connect four legal relationships first
An RWA or crypto fund is not a single-licence business. Start by identifying the rights investors actually receive, then map management, offering, trading and asset custody to the applicable rules.Tokenisation often changes record-keeping and transfer mechanics; it does not automatically change the legal character of the underlying financial instrument.
Fund and manager
Separate fund registration from investment management and delegated authority; a vehicle is not the same as an operating permission.
Offering and distribution
Assess documents, restrictions and suitability based on investor type, offering location, channels and public or private status.
Custody, valuation and exit
Align on-chain and off-chain records, custody of keys and assets, valuation, liquidity, redemption and secondary transfers.
How Mankun can help
From commercial objectives and asset rights through fund formation, offering and exit, we turn legal analysis into documents and operating actions.
01Business model and cross-border structure
Map investment, assets, funds and information flows, then choose entities and jurisdictions that match the operating reality.- Product legal character
- Cross-border entities and contracts
- Funds flow and responsibility
02Underlying asset title and diligence
Review asset creation, title, encumbrances, returns and enforceability, then design segregation and default response.- Title and encumbrances
- Cash flows and servicers
- Insolvency segregation and credit support
03Fund formation and management
Design the vehicle, management authority and continuing compliance around the strategy, investors and management model.- Hong Kong LPF and offshore comparisons
- General partner and manager roles
- Fund documents and governance
04Offering, distribution and onboarding
Define the boundaries for public offering, professional investors, cross-border marketing and intermediaries.- Offering documents and disclosures
- Selling restrictions and suitability
- KYC, AML and sanctions screening
05Custody, valuation and operations
Embed custody, reconciliation, valuation and disclosure for digital and off-chain assets into operating workflows.- Custody and key responsibility
- NAV and disclosures
- Redemption, suspension and exceptions
06Investment, transfer and exit
Prepare investment, tokenisation, transfer and redemption documents, and address default, disputes and asset realisation.- Investment and transaction documents
- Transfer, redemption and lock-ups
- Default response and disputes
A Hong Kong decision path for RWA and crypto funds
A limited partnership fund is an optional fund vehicle, not an automatic authorisation for management, distribution or public offering. The correct path depends on the activities, assets, investors and offering method.
Choose the fund or product form
FormHong Kong LPF
Companies RegistryA Hong Kong limited partnership fund is an opt-in private fund vehicle. Management, offering and regulated activities must still be assessed separately.
Tokenised securities or fund interests
SFCTokenisation commonly records traditional rights on a programmable platform. The underlying instrument's securities-law character and requirements remain relevant.
Identify who performs each activity
ActivityInvestment management
Type 9 / VA conditionsVirtual-asset investment objectives, exposure and management authority affect licensing and additional-condition analysis.
Distribution and dealing
Type 1 / offering rulesInvestor type, channel, knowledge, suitability, execution and custody arrangements all affect the path.
Test the full lifecycle
LifecycleAsset and token ledgers
Rights & custodyTitle, NAV, on-chain and off-chain records, keys and bank accounts need to reconcile, with clear exception handling.
Redemption, transfer and termination
Liquidity & exitDocuments should explain liquidity limits, lock-ups, suspension, secondary transfers and asset distribution on termination.
RWA and crypto fund team
Lawyers combining Hong Kong fund, Web3, RWA and cross-border structuring experience.
Hong Kong Compliance Adviser
Jen Bai
An Australian-admitted lawyer with experience in international law, cross-border compliance and fintech services.
View profile →
Partner
Jiehao Mao
Focuses on Web3 research and legal services, with full-cycle support for blockchain companies.
View profile →
Equity Partner, Man Kun Law Firm (Shenzhen)
Jayden Shao
Equity Partner at Man Kun Law Firm (Shenzhen). LL.M. in International Business Law from the National University of Singapore, with over a decade of legal and compliance experience spanning capital markets, cross-border investment, industrial funds and enterprise management.
View profile →Related Mankun Research
Practical guides on fund structures, licensing and RWA legal paths.
GUIDE 01
From Trading to Asset Management: How Crypto Funds Can Choose the Right Structure?
Compare Cayman SPC and ELP, BVI Approved Funds, Singapore VCC, Hong Kong LPF and OFC structures.
Read article →
GUIDE 02
How to Establish a Compliant Crypto Fund in Hong Kong?
Follow the formation, Type 9 licensing, professional-investor, custody and operating decisions.
Read article →GUIDE 03
How to Establish a Crypto Fund in Hong Kong?
Understand the legal entity, manager, custodian, investor rights and operating documents.
Read article →GUIDE 04
Hong Kong Virtual Asset Asset Management Compliance Guide
Map Types 1, 4 and 9 to distribution, investment advice and asset-management activities.
Read article →GUIDE 05
Legal and Compliance Considerations for RWA in Hong Kong
Assess asset title, token-holder rights, offering, transfer, custody and regulatory classification.
Read article →Common decision questions
These answers identify the next facts a project should verify. The conclusion still depends on jurisdiction, investors and the actual funds flow.
01Does registering a Hong Kong LPF authorise management and sale of a crypto fund?
No conclusion should be drawn from LPF registration alone. The LPF is the vehicle; investment management, distribution, public offering and virtual-asset activities require separate analysis.
02Does every Hong Kong crypto fund require a Type 9 licence?
First identify who actually exercises investment management in Hong Kong, whether that activity is regulated and how the strategy and virtual-asset exposure are structured. The fund label alone is not enough.
03Does tokenising an RWA remove the original financial regulation?
Usually not. The SFC's approach to tokenised securities starts with the underlying instrument's legal character and also addresses tokenisation, technology and transfer risks.
04When should legal diligence on the underlying asset begin?
Before fixing token rights, offering documents or token mechanics. Unclear title, cash flow, encumbrances or enforceability will be amplified rather than solved by tokenisation.
05Does limiting an offering to professional investors remove the other compliance work?
Professional-investor status may affect offering restrictions, but it does not automatically remove management, distribution, suitability, AML, custody and disclosure questions.
06What should a project prepare first?
Prepare one map showing investors, underlying assets, participants, funds flow, token rights and exit. Use it to test the structure, permissions and documents.
Planning an RWA project or crypto fund?
Tell us about the underlying asset, intended investors, offering locations and product flow. We will help identify the structural and regulatory forks first.