Case Study: Manufacturing RWA Pools Built on an RMI DAO LLC with Asset-Holding SPV LLCs

The legal question: how can a tokenized real‑world asset (RWA) financing program for operating manufacturing facilities be structured so each investor contracts with the specific facility pool that owns and finances the facility assets, while a protocol-level entity coordinates issuance and voting mechanics across multiple facilities?

This case study describes an implementation using a Republic of the Marshall Islands decentralized autonomous organization limited liability company (RMI DAO LLC) as the protocol entity, paired with separate SPV LLCs for each investment pool holding EU and Middle East manufacturing assets.

• “Platform DAO LLC” means the RMI DAO LLC that holds protocol IP, runs the on-chain contracts, and provides administrative services, but does not hold facility assets.

• “Pool SPV” means an LLC formed for one investment pool that (i) holds title to defined facility assets (directly or via a wholly owned local asset-holding company) and (ii) is the lender or equity holder that directly funds the facility owner or operator.

• “Direct investor–asset privity” means the investor’s contractual counterparty is the Pool SPV that owns or controls the financed facility asset package, not a protocol treasury or a multi-asset holding company.

Deal objective

The client’s objective was ring‑fenced, asset-by-asset exposure to operating manufacturing facilities in EU Member State(s) and Middle East jurisdiction(s). Investors required a direct contractual relationship to the specific financed facility pool, with no cross-collateralization across facilities and no reliance on a protocol balance sheet. The operating reality included asset-level diligence (title, permits, equipment registries), facility-level cash flows, and local-law security packages that had to attach to identified assets.

Entity stack

The structure used four legal layers, each with a single job:

• Platform DAO LLC (RMI): protocol IP owner and administrator, with on‑chain voting and transfer controls.

• Pool SPV (LLC): one SPV per investment pool, the investor counterparty and the facility finance counterparty.

• Local AssetCo / OpCo (EU or Middle East): the local company that holds site permits, runs operations, and employs staff.

• Security and cash controls: local-law mortgages/pledges and controlled bank accounts tied to each Pool SPV.

Platform DAO LLC

The Republic of the Marshall Islands DAO Act treats a DAO as a domestic LLC formed under the Marshall Islands LLC statute, with DAO-specific formation and operating requirements. The Platform DAO LLC used that statute to tie the legal entity to its on‑chain control layer. DAO entity law also matters for transfer controls. The company agreement and the on-chain logic were drafted as one system.

For a multi‑facility program, that requirement supported a clean separation between the Platform DAO LLC (technology and administration) and the Pool SPVs (asset exposure). Investor identity and beneficial ownership data for a pool lived at the pool level, not in a protocol-level omnibus ledger.

Pool SPVs

Each investment pool was placed into its own Pool SPV LLC. The Pool SPV, not the Platform DAO LLC, executed the asset purchase and the facility finance documents. Investors subscribed directly into the Pool SPV. The Pool SPV’s operating agreement (or, where used, note terms) governed distributions, reporting, voting on major actions, and liquidation priorities.

Facility ownership and financing followed a single rule: the Pool SPV had to be the legal titleholder of the facility asset package or the legal owner of the local company that held title. The choice depended on local restrictions on foreign ownership, licensing, and land registration. Where local law allowed direct foreign ownership, the Pool SPV acquired title to the facility real estate and key equipment and then leased them to the operating company. Where local law required local holding, the Pool SPV owned 100% of a local AssetCo that held title and entered the lease with the OpCo, and the Pool SPV held a share pledge over AssetCo plus a package of contractual covenants.

“Direct financing” in this project meant the Pool SPV was the named lender or equity investor on the facility documents, with proceeds wired from the Pool SPV’s controlled bank account to the seller, contractor, or operating company. The security package was asset-specific and recorded under the situs law of the asset. Components typically included: a mortgage over real property, pledges over equipment where registrable, a share pledge over the local holding company, and an assignment of key receivables or insurance proceeds (each subject to local perfection rules).

Investor legal connection to the facility

The investor signed (i) a subscription agreement with the Pool SPV and (ii) the Pool SPV operating agreement (or note instrument) as the source of economic rights and enforcement rights. The Pool SPV then held the asset title or the shareholding that controlled the titleholder. Investors were not unsecured creditors of the Platform DAO LLC.

The structure also separated “protocol participation” from “asset exposure.” The Platform DAO LLC could issue a protocol token for voting on protocol parameters and service fees. The Pool SPV issued a separate pool interest tied to one facility pool. A pool interest transfer required pool-level compliance checks because the pool interest carried the investor’s rights against the asset-holding SPV.

Cross-border limits and edge cases

Ring-fencing depends on separateness in fact. Each Pool SPV had its own bank account, accounting, resolutions, and service contracts. Intercompany agreements with the Platform DAO LLC were priced and documented. The Pool SPV did not guarantee protocol obligations, and the Platform DAO LLC did not guarantee pool obligations.

Series structures were evaluated and rejected for cross-border assets. Many non‑US jurisdictions do not treat a series as a separate legal person for title and insolvency purposes. Separate Pool SPVs give cleaner asset title and cleaner enforcement, at the cost of more entity maintenance.

Tokenholder voting has limits. A lender’s decision to accelerate a loan, enforce a mortgage, or replace a plant operator can trigger local-law duties and sometimes court processes. The drafting split voting into (i) investor direction on defined “major decisions” and (ii) day‑to‑day execution by a manager with signing authority, subject to conflicts rules and reporting covenants.

Foundation or trust wrapper as an alternative to a DAO LLC

A non-DAO top tier can replace the Platform DAO LLC without changing the pool architecture. Two common alternatives are a foundation or a trust.

Under a foundation structure, a foundation holds the protocol IP, appoints administrators, and contracts with service providers. The foundation has no shareholders. Control sits with its council (or equivalent organ) and any protector/guardian mechanism the statute permits. Tokenholder voting can be drafted as a direction right or as an advisory input to the council, depending on how much on-chain control the council is willing to accept without violating statutory duties.

Under a trust structure, a trustee holds the protocol IP and related rights on trust for defined beneficiaries or for a defined purpose, under an applicable trust statute. Legal title sits with the trustee. Control flows through trustee duties, the trust deed, and any protector or enforcer role. Tokenholder voting can be tied to beneficiary directions if the trust deed allows it, with trustee discretion carved to preserve fiduciary compliance.

The foundation/trust choice changes bank onboarding, liability allocation, and enforcement mechanics. A foundation gives a single legal person as counterparty for protocol-level contracts. A trust gives contractual control through trustee duties, but the trustee remains the titleholder. Neither choice changes the core investor protection in this case study because investors still contract directly with the Pool SPV that owns and finances the facility assets.

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Prokopiev Law Group advises sponsors and operators on RWA manufacturing structures, including RMI DAO LLC formation, SPV pool documentation, cross-border offering controls, and the foundation/trust alternative for protocol ownership and administration. Contact our team to scope an entity stack and document set for a specific facility pipeline.

The information provided is not legal, tax, investment, or accounting advice and should not be used as such. It is for discussion purposes only. Seek guidance from your own legal counsel and advisors on any matters. The views presented are those of the author and not any other individual or organization. Some parts of the text may be automatically generated. The author of this material makes no guarantees or warranties about the accuracy or completeness of the information.