Legal structure
A non-profit that lends. A company that owns. A platform that sells.
The law blocks exactly one thing people want from a housing token: rent paid to anonymous holders worldwide. Everything else can be built. So the token carries a vote and no economic rights, and the rent goes through the regulated route: a single-building company issuing bonds on a licensed crowdfunding platform, with the register on a blockchain.
Status of this analysis
This structure comes from our own legal research (legal path v3.1 and blueprint v1, 14 October 2026). Portuguese counsel has not yet given a written opinion. Items they must confirm are listed at the bottom of this page. Nothing is incorporated yet.
- The association is a creditor, never an owner. That keeps it outside the definition of an investment fund.
- The sponsor's operating company cannot hold a majority on the association's council, and its founder seat lapses after the third building.
- Escrow releases need two of three independent council signatures plus the notary.
The legal map
What the law allows, what it blocks, and what we built instead.
| What people want | Legal status | What we do |
|---|---|---|
| Anyone in the world can buy the token | Allowed for a token with no economic rights. The issuer's offer still needs an offer document (a MiCA white paper above the small-offer threshold) | Sale once a building is named; later listings only through EU-licensed exchanges |
| Holders vote on where to build | Allowed. Governance is not an economic right (ESMA guidelines, March 2025; SEC taxonomy, March 2026) | A binding vote under the association's statutes, inside a legal and financial gate |
| Holders are paid from rent | Blocked for an open token. Vote plus profit share is a transferable security in the EU and an investment contract in the US; it cannot live on an open exchange | The bond door: EU / EEA residents, identity-checked, through a licensed platform. The token's upside, if any, is only its price |
| Buyback or burn funded by rent or treasury | Blocked in substance: regulators look at the economic effect | None. Fixed supply is the only scarcity |
| The community owns the buildings | Allowed, but a pool raising from the public is an investment fund needing a licensed manager | The association lends the first loss at 0%. The building company owns the building |
| Non-EU residents earn rent | Partly possible: a platform may accept third-country investors where their law allows (counsel to confirm). US persons only under costly private-placement rules | Countries counsel clears, later. US and UK excluded at launch |
| "Anywhere" | Allowed. Each country needs its own company type, tax regime and model | The vote picks only from cities that pass the gate; holders fund country studies |
The bond route
Why one company per building, through crowdfunding.
EU crowdfunding (ECSP) fits a single building
The EU crowdfunding regulation lets a special-purpose company sit between project owner and investors only for one illiquid or indivisible asset. ESMA's own example of such an asset is a residential building. One building per company fits exactly; a company holding several buildings would not.
Limit: €5M per project owner per 12 months. Source: ESMA ECSPR Q&A 1.3, 1.5. The platform's own templates and due diligence do much of the bond legal work, paid from the raise.
Bonds keep holders as secured creditors
Bondholders lend to a single-asset company, secured by a mortgage, rather than owning shares in a pool. That keeps the investment-fund question at its lowest and keeps the chain short: holder, building company, building. It matches the regulator-accepted precedent: Reental's tokenised debt per property in Spain, formalised with the CNMV in December 2025 at €100 per token.
| Mechanism we compared | Bondholder yield | Verdict |
|---|---|---|
| Fractional ownership (tokenised shares of one pooled company) | ~3.7% | Best economics, but likely an investment fund needing a licensed manager. Phase 2, opt-in. |
| DAO or community land trust owning the homes | 0–1.5% | A DAO cannot hold Portuguese property. Its ideas survive: the vote lives in the token, permanent affordability in the CIA contract and the statutes. |
| Tokenised participating bonds, one company per building, with a 25% first-loss layer from the token | ~3% target | Regulator-accepted, fits EU crowdfunding. Launch. |
The bond
Indicative bond terms.
| Name | One series per building, named after it: Aldeia Coimbra I, Aldeia Leiria I. No ticker |
| Legal nature | Participating bond of a Portuguese building company, registered on a blockchain (DL 171/2026) |
| Nominal | €100 |
| Coupon | 1.25% fixed plus a share of remaining distributable rent cash; target total ~3%, not guaranteed |
| Security | Mortgage over the building, held by the bondholders' trustee (representante comum) |
| Capital stack | 75% senior bonds; 25% subordinated 0% loan from the Aldeia association, taking first loss |
| Term | 10 years (indicative) |
| Standard / network | ERC-3643 permissioned token issued by a tokenization platform; chain set by the platform (EURC-native preferred) |
| Supply | Fixed per building raise. No pre-mine, no free team bonds |
| Payments | Quarterly, in EURC or by SEPA, after withholding tax, only from the segregated rent account |
| Transfers | Only between verified wallets; US and UK persons excluded |
| Manager termination | Bondholders may replace the manager if rent collection stays below 90% for two quarters |
| Lost keys | Recoverable after identity re-verification |
| Liquidity | Resale on the platform's bulletin board. No redemption promise at launch |
Exchange clause
The path to a pooled fund, opt-in only.
Once 3 to 5 buildings are running, the plan is to pool them into one larger vehicle (a Portuguese REIT, called a SIGI, or a licensed fund), worth about +0.45pp to bondholders and with better liquidity. Without a clause now, every holder would have to agree individually later. So the bond terms include it from day one:
- Offer. The issuer may offer every holder of a series an exchange into units of the pooled vehicle. The exchange is itself a new securities offer, subject to its own offer documentation.
- Price. Set by independent valuations of the building and of the pooled vehicle, both published before holders decide.
- Opt-in. Nobody is converted without consent.
- Decliners. If an exchange offer is made, you keep your bond to maturity or are repaid early at €100 face value, your choice. This applies only when an exchange is offered; it is not a standing right to demand repayment.
- First-loss loan. Converts into a junior unit class, so it stays first-loss.
- Process. A bondholders' meeting convened by the trustee, with at least 30 days to decide after both valuations are published (pending lawyer confirmation).
Portuguese housing law
The two regimes the model relies on.
Both were created by Decreto-Lei n.º 97/2026 and apply from 1 September 2026.
RSAA: affordable-rent regime (Anexo III)
- Rent cap set per municipality and typology, based on 80% of the INE median rent.
- Qualifying rental income is exempt from IRS and IRC.
- Minimum 3-year lease for permanent residence.
- Pending: the implementing order with the actual caps, and the live IHRU registration platform.
CIA: rental investment contract with IHRU (Anexo I)
- No IMT or stamp duty on purchase; no IMI for up to 8 years, then −50%; no AIMI for the whole term; 6% VAT on works.
- The purchase-tax and IMI benefits need a vote of the municipal assembly.
- Homes let within one year, each at least 8 months a year; term up to 25 years.
- Breach claws back 100% of benefits in years 1–10. Our bond terms aim to make a clawback a sponsor-default event, not a holder loss, where the law allows.
Parties
Who will do what.
| Role | What it does | Status |
|---|---|---|
| Aldeia association (Portuguese non-profit) | Issues the token, holds euro escrow, lends the first loss, runs the vote; statutes exclude holder economic rights | Statutes drafted; incorporation after counsel review |
| Portuguese counsel | Opinion on the association, the token's status, the bonds and tax; bond terms; what this site may say | Pro bono review being sought |
| ECSP crowdfunding platform | Runs identity checks, the appropriateness test and the bond offer; publishes the KIIS; bulletin-board resales | Shortlisting |
| Tokenization provider | ERC-3643 bond token, identity registry, EURC and SEPA payouts | Shortlisting |
| Token tooling | Standard, audited token, vesting, escrow and multisig contracts. No custom code | Shortlisting |
| Bondholders' trustee | Holds the mortgage for holders; acts on default; runs any exchange offer; can trigger manager replacement | To appoint |
| Independent auditor | Quarterly occupancy and rent-collection audit; payout reconciliation; annual accounts and CIA compliance | To appoint |
| Independent valuer | Valuation before purchase and every year | To appoint |
| Sponsor's operating company | Manages the homes at cost, co-invests 5% in the bonds, fronts launch costs (reimbursable, capped, disclosed) | To incorporate |
Open legal questions
What counsel must confirm before any money is taken.
- Is a token whose only rights are a vote, data-room access and a priority window in bond offers free of economic rights under MiCA and ESMA's guidelines? Is the priority window itself an economic benefit?
- Can a Portuguese non-profit association issue the token under the small-offer exemption, lend to building companies at 0% without an investment licence, and bind site selection to a holder vote?
- Can the RSAA income-tax exemption and the CIA property-tax relief apply to the same building? This decides whether the bond target is about 3% or 2.4–2.9%.
- Is a building company issuing participating bonds, with a profit share and a manager share above 3%, outside the EU definition of an investment fund?
- Does the CIA purchase-price cap apply, and can a new company meet CIA's management-capacity test through the sponsor's operating company?
- Who withholds tax on coupons paid to blockchain wallets, and how is each holder's residence evidenced?
- Can the mortgage be held by the bondholders' trustee, and can a clawback be made a sponsor-default event?
- What may this website say before and during each offer?