Operations manual · OPS-MANUAL-001 · Rev D · regulatory basis 10 Sep 2026
Automation prepares the work. Authorised people approve and execute.
Six documented operating procedures, thirty-nine steps and seven human approval gates. No step executes without passing the policy engine, and every actor, action and resource is written to the evidence ledger.
Human approval is a control, not a bottleneck. The agentic layer monitors continuously, prepares work and raises exceptions. It does not approve or execute regulated activity. Every gate below requires an authorised operator decision, recorded with the operator identity, the timestamp and the compliance snapshot the decision was made on.
Procedures
Owner, approval gates, evidence and connected systems on every one.
Offering Lifecycle
In productionLaunch a compliant offering with filing, allocation and post-close controls.
- Owner
- Operations, with registered principal sign-off at filing and closing
- Approval gates
- 2 — regulatory filing (01.04) and closing allocation (01.06)
- Evidence
- Document hashes anchored to IPFS; filing confirmations and allocation computation written to the ledger
- Systems
- Middesk · SEC EDGAR · IPFS · blue sky filing agent · policy engine
- OPS-01.01
Issuer onboarding
Entity KYB, beneficial ownership identification under the FinCEN CDD rule (US issuers no longer file BOI reports after the 14 Aug 2026 final rule), background check, platform MSA execution, account provisioning under issuer-role access control.
- OPS-01.02
Offering structuring
Security type, exemption selection (Reg D 506(b)/(c), Reg A+, Reg S), token model under the SEC staff Statement on Tokenized Securities (28 Jan 2026), pricing mechanics, allocation method, minimum and maximum raise, closing schedule.
- OPS-01.03
Document preparation
PPM, subscription agreement, investor questionnaire and accreditation form generation, hash-anchored for tamper evidence.
- OPS-01.04
Regulatory filing
Form D to EDGAR, blue sky notice filings across target states (Rule 506 offerings stay state-preempted but notice filings still apply), fee coordination, confirmation tracking under SLA.
Human approval gate - OPS-01.05
Distribution
Portal activation, offering room gated by compliance status, subscription open, real-time allocation tracking, partial close management.
- OPS-01.06
Closing and allocation
Minimum raise confirmation, subscription finalisation, escrow release trigger, pro-rata or discretionary allocation, cap table recording.
Human approval gate - OPS-01.07
Post-close administration
Position confirmations, certificate issuance, transfer restriction ledger entry, 1099 and K-1 setup, reporting cadence activation.
Investor Qualification
In productionAdmit only investors who meet identity, eligibility and suitability rules.
- Owner
- Compliance
- Approval gates
- 1 — compliance officer decision on the completed case (02.07)
- Evidence
- Verification results, screening hits, suitability score and the operator decision record, retained per investor
- Systems
- Persona · Middesk · Parallel Markets · ComplyAdvantage · policy engine
- OPS-02.01
Account registration
Email verification, profile collection, jurisdiction self-declaration, device fingerprinting, session initialisation.
- OPS-02.02
Identity verification
Government ID capture with liveness detection, document extraction, database cross-reference, 200+ country coverage.
- OPS-02.03
Entity verification
EIN, secretary of state registry, beneficial owners of legal entity customers under the FinCEN CDD rule, verified at the first account per the 13 Feb 2026 exceptive relief and again on risk triggers, state good-standing check.
- OPS-02.04
Accreditation verification
Income (two years of returns, W-2), net worth statements, professional licence (Series 7, 65 or 82) or entity assets, with expiry tracking. For Rule 506(c), the minimum-investment path in the SEC staff letter of 12 Mar 2025: at least $200,000 for an individual or $1,000,000 for an entity, written representations, and no third-party financing of the purchase.
- OPS-02.05
Sanctions and AML screening
OFAC SDN, EU consolidated, HMT, UN and FinCEN 314(a), plus PEP check, adverse media scan, geographic risk scoring, 30-day rescan.
- OPS-02.06
Suitability assessment
Reg BI scoring across experience, risk tolerance, liquidity horizon, income and net worth relative to subscription size, concentration limits.
- OPS-02.07
Operator approval
Review case with the full compliance profile, SLA-gated queue, compliance officer decision before access is provisioned.
Human approval gate
Subscription Processing
In productionConvert verified subscriptions into reconciled, approved allocations.
- Owner
- Operations, with compliance review before allocation
- Approval gates
- 1 — compliance review of subscription, payment and compliance snapshot (03.05)
- Evidence
- Executed documents with signature audit trail, payment match records, allocation notice receipts
- Systems
- Policy engine · e-signature · wire and ACH · stablecoins from an allowlist of regulated issuers (USDC, RLUSD today)
- OPS-03.01
Eligibility gate
Eleven dimensions evaluated: identity, entity, accreditation, sanctions, suitability, jurisdiction, offering access, subscription limits, investor count, affiliate status, holding period.
- OPS-03.02
Document execution
Subscription agreement, risk disclosure, offering-specific addenda, e-signature capture with timestamped audit trail.
- OPS-03.03
Funding instruction
Rail selection: wire with bank instructions, ACH pull, or a stablecoin from an allowlisted regulated issuer. The GENIUS Act takes effect by 18 Jan 2027; USDT and DAI are not accepted from US persons, and the allowlist is a policy setting that follows issuer licensing.
- OPS-03.04
Payment matching
Automated reconciliation to subscription records, hash verification on-chain, bank reference for wire and ACH, retry queues for failed matches.
- OPS-03.05
Operator review
Case assembled from subscription, payment and compliance snapshot. Approval routes to allocation; rejection routes to notice and refund.
Human approval gate - OPS-03.06
Allocation
Cap table position creation, token minting where digital, custody wallet crediting, settlement confirmation, allocation notice delivery.
Custody & Settlement
In productionSettle and reconcile under configurable custody approval tiers.
- Owner
- Custody operations, under the four-tier approval engine
- Approval gates
- Threshold-driven — auto, single-sign, dual-control or committee quorum (04.02)
- Evidence
- Append-only hash-chained ledger meeting Rule 17a-4 (audit-trail or WORM option); 6 years for blotters and ledgers, 3 years for other records; examiner-accessible endpoint
- Systems
- Qualified custodian · RS256 JWT request signing · Chainlink Proof of Reserve · ledger
- OPS-04.01
Wallet provisioning
Vault creation per offering at the qualified custodian, twelve wallet roles, threshold configuration, per-request RS256 JWT signing on every custodian API call. Where the broker-dealer partner holds crypto asset securities itself, its controls follow the SEC staff statement of 17 Dec 2025.
- OPS-04.02
Approval workflow
Auto-approve below threshold, single officer, dual control, or committee quorum at a configurable N-of-M.
Human approval gate - OPS-04.03
Settlement execution
On-chain submission through the custodian SDK: nonce management, gas estimation, broadcast, confirmation polling, finality check.
- OPS-04.04
Reconciliation
Post-settlement balance reconciliation across vaults against cap table positions, discrepancy detection, exception queue, escalation routing.
- OPS-04.05
Ledger write
Every custody movement recorded to the append-only hash-chained ledger, retained by Rule 17a-4 record type, examiner endpoint.
- OPS-04.06
Proof of reserve
A Proof of Reserve adapter publishes verified custody balances on-chain, so auditors verify backing without relying on our representations.
Transfer & Corporate Actions
In productionGovern transfers and corporate actions across cap table and token ledgers.
- Owner
- Operations, with compliance clearance before execution
- Approval gates
- 2 — restriction clearance (05.02) and structural action authorisation (05.06)
- Evidence
- Restriction analysis, recipient qualification record, synchronised cap table and on-chain transfer references
- Systems
- Rust distribution engine · XRPL · EVM · transfer agent · SEC EDGAR
- OPS-05.01
Transfer request
Holder-initiated, with recipient identification, AML pre-check on the receiving wallet or entity, policy engine pre-evaluation before queue entry.
- OPS-05.02
Restriction check
Rule 144 holding period, lock-up agreement check, right-of-first-refusal notification workflow, affiliate status analysis.
Human approval gate - OPS-05.03
Recipient qualification
Receiving investor identity and accreditation verification, suitability re-evaluation for the specific security, sanctions rescan.
- OPS-05.04
Transfer execution
Cap table position update, on-chain XRPL or EVM transfer, transfer agent notification, both ledger layers synchronised. The SEC proposal to modernise transfer agent rules for blockchain records (1 Sep 2026) is tracked on the calendar below.
- OPS-05.05
Distribution events
Record date snapshot, per-holder pro-rata calculation in the Rust engine, multi-rail payment processing.
- OPS-05.06
Structural actions
Splits, conversions, forced redemptions, mergers: cap table recalculation, token burn or mint, holder notifications, 8-K coordination where required.
Human approval gate
Agentic Operations
Controlled buildAutomate monitoring and preparation without delegating regulated authority.
- Owner
- Operations engineering; every output lands in a human queue
- Authority
- Monitor, prepare and escalate only. No agent approves, executes or files. Supervised as agentic AI under the FINRA 2026 Annual Regulatory Oversight Report.
- Evidence
- Agent identity, input snapshot and generated artefact recorded alongside the operator who acted on it
- Systems
- Rust distribution engine · keeper automation · review case queue · ledger
- OPS-06.01
Compliance monitor
Flags expired identity verification, lapsed accreditation or an overdue sanctions rescan, and generates the review case for an officer.
- OPS-06.02
Settlement reconciliation
Polls custody balances after settlement, compares against expected positions, raises an exception ticket above threshold.
- OPS-06.03
Filing preparation
Watches offering milestones and drafts Form D amendments, blue sky renewal reminders and filing schedules. Filed only by an authorised principal at 01.04.
- OPS-06.04
Investor communications
Subscription confirmations, funding instructions, allocation notices, distribution announcements, maturity notices, and Regulation S-P breach notices drafted for sending within 30 days.
- OPS-06.05
Yield distribution
Validates coupon dates, computes per-holder amounts in the Rust engine, queues settlement for the 04.02 approval tier.
- OPS-06.06
Risk scoring
Re-evaluates suitability and portfolio concentration against market conditions and updated financial profiles.
- OPS-06.07
Examiner readiness
On-demand export of trade blotter, audit trail, investor files and cap table snapshot in examination format.
Regulatory calendar, 2026–2027
Basis as of 10 September 2026, from SEC, FinCEN, Treasury, FINRA, ESMA, FCA and BIS publications. Proposed rules are marked proposed. Your counsel confirms how each applies to your registration.
| Date | Rule or milestone | Status | Effect on the procedures |
|---|---|---|---|
| 19 Oct 2026 | GENIUS Act · Treasury proposal on who may offer or sell payment stablecoins | Comments close | Cash-leg allowlist is a policy setting, ready to change without a release |
| 20 Oct 2026 | SEC proposed Regulation Crypto Assets | Comments close | Excludes tokenized securities; tracked, no procedure change until final |
| Oct 2026 | DTC tokenization service (SEC staff no-action letter, 11 Dec 2025) | Launch planned | Candidate settlement route at OPS-04.03 once a partner is live on it |
| 3 Nov 2026 | SEC transfer agent modernization · blockchain records | Comments close | OPS-05.04 ledger sync already keeps cap table and chain records aligned |
| 18 Jan 2027 | GENIUS Act takes effect (latest date) | Statutory | Only licensed payment stablecoin issuers accepted on OPS-03.03 |
| 28 Feb 2027 | UK FCA cryptoasset regime · transitional applications close (opened 30 Sep 2026) | Final | UK tenants need a partner that applied in the window |
| 10 Jul 2027 | EU Anti-Money Laundering Regulation applies | Final | EU screening rule set versioned for the new single rulebook |
| 25 Oct 2027 | UK FCA cryptoasset regime starts | Final | UK jurisdiction profile switches to the new permissions |
| Late 2027 | Consolidated Audit Trail restructuring (SEC direction, 10 Aug 2026) | Directed | No personal data sent to CAT; reporting path revisited when rules change |
| 1 Jan 2028 | FinCEN AML program rule for investment advisers | Final | Adviser tenants gain their own AML program obligations |
| 18 Jul 2028 | GENIUS Act · no non-permitted stablecoins offered to US persons | Statutory | Non-permitted coins already excluded for US persons |
Already in force and reflected above
| Date | Change |
|---|---|
| 1 Jan 2026 | Basel cryptoasset standard (SCO60) in force; targeted review under way |
| 28 Jan 2026 | SEC staff Statement on Tokenized Securities (issuer-sponsored vs third-party models) |
| 13 Feb 2026 | FinCEN CDD exceptive relief: beneficial owners verified at first account, then on risk triggers |
| 17 Mar 2026 | SEC and CFTC interpretation classifying crypto assets (Release 33-11412) |
| 3 Jun 2026 | Regulation S-P amendments: smaller-entity compliance date (larger entities 3 Dec 2025) |
| 1 Jul 2026 | MiCA transitional periods ended; only authorised service providers may operate |
| 16 Jul 2026 | FATF targeted update on virtual assets and the Travel Rule |
| 14 Aug 2026 | FinCEN final rule: US companies no longer file beneficial ownership (BOI) reports |