Compliance Checklist
Issuer[●]
SPV (if applicable)[●]
Underlying Asset[●]
Jurisdiction[●]
Compliance Officer[●]
Review Period[●]
Purpose
This Compliance Checklist (the "Checklist") is intended to assist issuers, special purpose vehicles, asset owners, service providers, and compliance professionals in identifying, implementing, monitoring, and maintaining compliance obligations associated with real world asset tokenization transactions and related securities offerings.
The Checklist is intended as an operational compliance management tool and should be tailored to the applicable transaction structure, governing law, jurisdiction, and regulatory framework.
1Corporate Compliance
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 1.1 | Maintain the legal existence and good standing of the issuer | Applicable Corporate Statute | ||
| 1.2 | Maintain statutory registers and corporate records | Applicable Corporate Statute | ||
| 1.3 | Conduct required board meetings and maintain minutes | Applicable Corporate Statute | ||
| 1.4 | Conduct shareholder or member meetings (where required) | Applicable Corporate Statute | ||
| 1.5 | File annual reports and required corporate filings | Applicable Corporate Statute | ||
| 1.6 | Maintain registered office and registered agent (where applicable) | Applicable Corporate Statute | ||
| 1.7 | Monitor changes in ownership, management, and authorized signatories | Applicable Corporate Statute | ||
| 1.8 | Retain corporate records in accordance with applicable law | Applicable Recordkeeping Requirements |
2Securities Law Compliance
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 2.1 | Confirm ongoing compliance with the applicable offering exemption | Securities Act of 1933; Regulation D or Regulation S (as applicable) | ||
| 2.2 | Verify compliance with investor eligibility requirements | Rule 501(a) of Regulation D | ||
| 2.3 | Verify restrictions on resale or transfer of securities or tokens | Securities Act of 1933; Transaction Documents | ||
| 2.4 | Complete and maintain required federal securities filings | Rule 503 of Regulation D (if applicable) | ||
| 2.5 | Complete and maintain required state securities filings | Applicable Blue Sky Laws | ||
| 2.6 | Monitor investor communications and disclosures | Securities Act of 1933 | ||
| 2.7 | Monitor changes in applicable securities regulations | Applicable Federal and State Securities Laws | ||
| 2.8 | Maintain records supporting securities law compliance | Applicable Recordkeeping Requirements |
3AML, KYC & Sanctions Compliance
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 3.1 | Maintain written AML and KYC policies and procedures | Bank Secrecy Act; FinCEN Regulations | ||
| 3.2 | Perform customer identification and verification | Bank Secrecy Act; FinCEN Regulations | ||
| 3.3 | Verify beneficial ownership information (where applicable) | FinCEN Regulations | ||
| 3.4 | Conduct sanctions screening | OFAC Regulations | ||
| 3.5 | Perform enhanced due diligence for higher-risk relationships (where applicable) | Risk-Based AML Procedures | ||
| 3.6 | Monitor customer activity for suspicious transactions (where applicable) | Bank Secrecy Act | ||
| 3.7 | Maintain AML and KYC records | Applicable Recordkeeping Requirements | ||
| 3.8 | Review and update AML policies periodically | Internal Compliance Procedures |
4Tax Compliance
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 4.1 | Obtain and maintain applicable taxpayer identification numbers | Internal Revenue Code | ||
| 4.2 | Collect and maintain applicable investor tax forms (e.g., Forms W-9, W-8 Series) | Internal Revenue Code; FATCA | ||
| 4.3 | Determine applicable withholding tax obligations | Internal Revenue Code | ||
| 4.4 | Determine applicable information reporting obligations | Internal Revenue Code | ||
| 4.5 | Assess FATCA compliance requirements (if applicable) | FATCA | ||
| 4.6 | Assess CRS reporting obligations (if applicable) | OECD Common Reporting Standard | ||
| 4.7 | Maintain tax records and supporting documentation | Applicable Recordkeeping Requirements | ||
| 4.8 | Monitor changes in applicable tax laws affecting the transaction | Applicable Tax Laws |
5Data Privacy & Information Security
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 5.1 | Maintain written privacy and data protection policies | Applicable Privacy Laws | ||
| 5.2 | Provide required privacy notices to investors and stakeholders | Applicable Privacy Laws | ||
| 5.3 | Implement procedures for the lawful collection and processing of personal information | Applicable Privacy Laws | ||
| 5.4 | Restrict access to confidential and personal information | Internal Information Security Policies | ||
| 5.5 | Maintain cybersecurity controls appropriate to operational risk | Internal Information Security Policies | ||
| 5.6 | Maintain procedures for responding to cybersecurity incidents and data breaches | Applicable Privacy Laws | ||
| 5.7 | Retain and securely dispose of personal information in accordance with applicable requirements | Applicable Privacy Laws | ||
| 5.8 | Review privacy and information security policies periodically | Internal Compliance Procedures |
6Digital Asset & Tokenization Compliance
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 6.1 | Maintain governance procedures for digital asset issuance | Internal Governance Policies | ||
| 6.2 | Review and approve smart contract changes prior to deployment | Internal Change Management Procedures | ||
| 6.3 | Maintain secure wallet and digital asset custody arrangements | Internal Custody Policies | ||
| 6.4 | Maintain cryptographic key management procedures | Internal Information Security Policies | ||
| 6.5 | Monitor token issuance, minting, burning, and transfer activities | Internal Token Governance Policies | ||
| 6.6 | Monitor compliance with transfer restrictions embedded in transaction documents | Transaction Documents | ||
| 6.7 | Maintain incident response procedures for blockchain or digital asset events | Internal Incident Response Procedures | ||
| 6.8 | Periodically assess smart contract security and operational integrity | Internal Technology Risk Procedures | ||
| 6.9 | Maintain records of token issuance and lifecycle events | Applicable Recordkeeping Requirements | ||
| 6.10 | Review technology governance policies periodically | Internal Compliance Procedures |
7Operational Compliance
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 7.1 | Maintain written compliance policies and procedures | Internal Compliance Framework | ||
| 7.2 | Assign compliance responsibilities to appropriate personnel | Internal Governance Policies | ||
| 7.3 | Conduct periodic compliance training | Internal Compliance Program | ||
| 7.4 | Review third-party service provider compliance | Third-Party Risk Management Procedures | ||
| 7.5 | Conduct periodic internal compliance reviews | Internal Audit Procedures | ||
| 7.6 | Maintain internal controls appropriate to operational risk | Internal Control Framework | ||
| 7.7 | Identify and document compliance incidents | Internal Compliance Procedures | ||
| 7.8 | Implement corrective and preventive actions where deficiencies are identified | Internal Compliance Procedures |
8Regulatory Monitoring & Reporting
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 8.1 | Monitor changes in applicable laws, regulations, and regulatory guidance | Applicable Law | ||
| 8.2 | Assess the impact of regulatory developments on the issuer and transaction | Internal Compliance Procedures | ||
| 8.3 | Maintain procedures for identifying and reporting compliance incidents | Internal Compliance Program | ||
| 8.4 | Submit required regulatory filings and reports on a timely basis | Applicable Law | ||
| 8.5 | Respond to regulatory inquiries, examinations, or investigations | Applicable Law | ||
| 8.6 | Review and update compliance policies following material regulatory developments | Internal Compliance Procedures | ||
| 8.7 | Escalate material compliance matters to senior management or the governing body | Internal Governance Policies | ||
| 8.8 | Document actions taken in response to regulatory changes | Internal Recordkeeping Procedures |
9Recordkeeping & Periodic Compliance Review
| No. | Item | Primary Legal Authority | Status | Remarks |
|---|---|---|---|---|
| 9.1 | Maintain corporate, financial, legal, and compliance records | Applicable Recordkeeping Requirements | ||
| 9.2 | Maintain investor onboarding and due diligence records | Applicable Recordkeeping Requirements | ||
| 9.3 | Maintain AML, KYC, sanctions, and tax documentation | Applicable Recordkeeping Requirements | ||
| 9.4 | Maintain executed transaction documents and related correspondence | Applicable Recordkeeping Requirements | ||
| 9.5 | Maintain records relating to digital asset issuance and lifecycle events | Applicable Recordkeeping Requirements | ||
| 9.6 | Conduct periodic reviews of the compliance program | Internal Compliance Program | ||
| 9.7 | Review and update compliance policies and procedures | Internal Compliance Program | ||
| 9.8 | Review and update the enterprise risk assessment | Internal Risk Management Framework | ||
| 9.9 | Confirm completion of periodic compliance training | Internal Compliance Program | ||
| 9.10 | Document corrective actions and monitor remediation efforts | Internal Compliance Procedures | ||
| 9.11 | Prepare periodic compliance reports for senior management or the governing body | Internal Governance Policies | ||
| 9.12 | Maintain a compliance calendar for recurring filing and review obligations | Internal Compliance Program |
AAppendix A — Regulatory Framework Reference
| Subject Matter | Primary Legal Authority |
|---|---|
| Corporate Governance | Applicable Corporate Statute |
| Securities Offerings | Securities Act of 1933 |
| Securities Reporting | Securities Exchange Act of 1934 |
| Private Placement Exemptions | Regulation D |
| Offshore Offerings | Regulation S |
| Accredited Investor Requirements | Rule 501(a) of Regulation D |
| Form D Filing | Rule 503 of Regulation D |
| State Securities Compliance | Applicable Blue Sky Laws |
| Anti-Money Laundering | Bank Secrecy Act |
| Customer Due Diligence | FinCEN Regulations |
| Sanctions | OFAC Regulations |
| Tax Reporting | Internal Revenue Code |
| FATCA | Foreign Account Tax Compliance Act |
| CRS | OECD Common Reporting Standard (where applicable) |
| Data Privacy | Applicable Federal and State Privacy Laws |
BAppendix B — Periodic Compliance Calendar
| Activity | Frequency | Responsible Party | Completed |
|---|---|---|---|
| Corporate Governance Review | Annual | [●] | |
| Securities Compliance Review | Annual | [●] | |
| AML/KYC Policy Review | Annual | [●] | |
| Sanctions Screening Review | Periodic | [●] | |
| Tax Compliance Review | Annual | [●] | |
| Privacy & Information Security Review | Annual | [●] | |
| Smart Contract / Technology Governance Review | Periodic | [●] | |
| Third-Party Service Provider Review | Annual | [●] | |
| Compliance Training | Annual | [●] | |
| Enterprise Risk Assessment | Annual | [●] | |
| Compliance Report to Governing Body | Annual | [●] |
CAppendix C — Compliance Certification
Review Period[●]
The undersigned certifies that, to the best of their knowledge and based upon reasonable inquiry:
- The Compliance Checklist has been reviewed for the applicable period.
- Identified compliance obligations have been assessed.
- Material compliance deficiencies have been documented.
- Appropriate corrective actions have been initiated where required.
- This certification is made solely for internal compliance management purposes unless otherwise specified.
Prepared by
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Reviewed by
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