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Issuer

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Individual issuer (up to $250k in total primary sales)

When you first issue a personal token and raise up to US $250 000 in total primary sales, you (the individual) are the legal “issuer.” Under U.S. securities law a natural person can issue an investment contract just as a company can, so no separate entity is required. Each fundraising round is filed under Rule 506 of Regulation D: we generate the Form D and the California §25102(f) notice, investors self-certify that they are accredited, and the Token Purchase Agreement contains a non-recourse clause that limits their recovery to the token and its on-chain assets. In plain English, your house, savings, or salary remain untouchable unless you commit fraud.

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LLC issuer (after $250k in total primary sales)

Once your cumulative raises cross US $250 000, PersonalTokenNet automatically forms a single-member California LLC to step in as the new issuer. Nothing about the token’s supply or shareholder record changes; we simply novate the existing contracts so that (i) future legal claims run against the LLC, and (ii) you gain the full statutory liability shield that corporate law provides. Investors re-sign a short joinder acknowledging the LLC; all subsequent Form D filings list the LLC as issuer, and future rounds continue exactly as before. The non-recourse language stays in place, but is now backed by the LLC’s limited-liability status for an extra layer of protection.

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Token Purchase Agreement (overview)

Think of the Token Purchase Agreement as the simple, grown-up handshake that makes a personal token more than a clever idea on the internet. On one side is you—the founder, designer, athlete or creator—who wants to raise money by selling a sliver of your future upside. On the other side is the investor, someone who meets the SEC’s “accredited” standard and has decided your trajectory is worth backing. The Agreement spells out what that investor is actually buying: an on-chain token that entitles them to a fixed percentage of whatever cash you eventually pocket when you turn any of your equity into money—whether that equity is stock from a day-job, options in a start-up you advise, or even another personal token you hold. Nothing about the deal forces you to hand physical share certificates to a third-party vault. You keep your Stripe options, neighbourhood-coffee-shop shares or personal-token positions exactly where they already sit. The only promise you make is that, once a year—and no later than the day you file your taxes—you will sweep the agreed slice of any realised gains into a wallet managed for your token holders. That wallet lives inside a single-member California LLC that PersonalTokenNet spins up automatically once you have raised more than $250,000. Until that point you issue tokens in your own name; after the threshold, the LLC steps in as the legal “issuer” while PersonalTokenNet handles all the filings and bookkeeping behind the scenes. The Agreement also builds a protective wall: except in the extreme case where a court decides you lied on purpose, investors can never chase your salary, your car or your savings account. Their only recourse is the token itself and whatever sits in the LLC wallet. PersonalTokenNet gets strictly limited access to confirm the math—once a year it can inspect the capital-gains pages of your tax return, with everything else blacked out, to be sure the sweep was correct. Disputes go to arbitration, California law applies, electronic signatures count, and if PersonalTokenNet ever needs to upgrade the smart contract or the LLC shell, the Agreement travels with it automatically. In short, the Token Purchase Agreement turns a personal token into a legally solid, investor-ready instrument: clear upside for the buyer, predictable obligations for you, and a safety net that keeps your personal life safely walled off from routine business risk.

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Filings for successful fundraising rounds

The following are filed on behalf of the individual raising funds. Everything is made simple; you just have to approve and sign. All signed documents are always accessible in your dashboard.
What gets filedContents & purposeWho hits “submit”Fee(s)Timing
Form D (SEC, EDGAR)One-page notice that the offering is exempt under Reg D; lists issuer, amounts sold, and type of investors.PTN’s outside counsel on behalf of the issuer (natural person or, post-$250 k, the LLC).$0 SEC fee.Within 15 calendar days after the first sale in each round.
California Blue-Sky Notice (§25102(f))Copy of Form D + short cover sheet; lets CA track local private placements.Same counsel.$300 to CA DFPI + ~$200 service fee.Same 15-day window.
Accreditation verification records (Rule 506(c) only)Evidence investor is accredited (W-2, K-1, CPA letter).PTN-integrated vendor.$60–$120 per investor.Before countersigning subscription agreements.