Head of Issuance

Company DescriptionTerraStakes is building a platform to tokenize income-generating UAE real estate into accessible investment portfolios. The company focuses on four core portfolios: built property (residential, commercial, and retail), productive land (farms, solar, warehouses, data centers), hospitality (hotels and serviced apartments), and vacation homes (holiday residences and villas). Each portfolio is represented by its own token, providing diversified exposure to all underlying assets, with value-weighted holdings and quarterly distributions in AED. Every asset is thoroughly verified before inclusion, including title checks, independent valuation, legal review, and ring-fenced SPV ownership. TerraStakes is currently pre-licence and under development, building the foundations of its platform while welcoming interest from both investors and property owners. About the roleThe Head of Issuance owns each initial token offering ("ITO") as a product: the issuer's Whitepaper and the offering documents for each issuance, their approval by VARA, the design and governance of each issuance, the controls between asset acquisition and issuance to investors, and the disclosure and distribution obligations that run while an instrument is in circulation. It is a product and governance role, not a legal, compliance or engineering one. It coordinates Investments, Finance, Legal, Risk, Technology and Compliance so that each offering is commercially sound, technically robust and approvable, and it chairs the Issuance Committee. The CTO owns the technical design of the instrument; this role sets the business requirements and signs off the outcome. Key responsibilities 1. Whitepaper and offering documents

• Own the issuer's Whitepaper from first draft to VARA approval, covering every applicable disclosure in Schedule 1 of the VA Issuance Rulebook, and keep it accurate while any instrument is in circulation.
• Run the applicability assessment, ensure complete risk disclosures, and coordinate the legal opinions VARA requires with the Chief Legal and Compliance Officer.
• Coordinate inputs from Finance, Legal, Technology and Risk; manage the submission and regulator queries through Compliance; track conditions to closure.
• Prepare the offering document for each issuance and a separate, plain-language Risk Disclosure Statement.
• Publish the approved Whitepaper in machine-readable form before any offer or marketing; keep version control with all prior versions and records for eight years; notify Token investors before any change takes effect. 2. Offering design and terms
• Define each offering with the CIO and CFO: assets funded, amount, minimum and maximum, subscription period, outcome if the minimum is missed, refund timeline, payment methods, and all fees and expenses.
• Set the issue price on a disclosed valuation basis using internal and independent valuations, consistently across investor classes.
• Document target investors, eligibility, allocation and oversubscription policy, refunds and safeguarding of subscription funds.
• State the issuer's rights, delivery schedule, conflicts of interest, governing law and competent court.
• Keep all offering documents and marketing consistent, and obtain sign-off from Legal, Compliance, Risk, Finance and the CIO, then Board or committee approval, before submission. 3. Asset completion, escrow and safeguarding
• Enforce the sequence of controls between subscription and issuance: funds safeguarded with defined release conditions, and issuance and allocation only once the conditions in the offering documents are met.
• Coordinate escrow and a tested refund process with the CFO; on a failed offering, return all subscriptions on time and cancel any instruments created in error.
• Treat subscription funds and instruments held for investors in line with VARA's client money and client Virtual Asset rules. 4. Issuance governance
• Chair the Issuance Committee: papers, recorded decisions on opening, allotting or cancelling an offering, and escalation of exceptions.
• Own, with Legal, the agreements that govern issuance, distributions and asset management.
• Sign off reconciliation before any allotment or distribution: the register, the instrument, the custodian's records and the bank must agree.
• Apply the creation and cancellation policy with dual authorization; record and disclose instruments retained by the issuer, its investors or advisers.
• Maintain the issuance register, a full audit trail of every issuance, allocation and distribution decision, and the separation from the company's other regulated activities. 5. Custody, holder records and distributions
• Ensure investor instruments are held by a licensed custodian that segregates holder assets, prohibits rehypothecation and protects beneficial title on insolvency.
• Reconcile the holder record shown to investors to the custodian's records and the register.
• Own the distribution run with Finance: record date, holder data, entitlement calculation and payment.
• Apply fees exactly as disclosed; treat declared distributions as client money from declaration. 6. Post-issuance disclosures and marketing
• Own the disclosure calendar and register for every instrument in circulation: asset composition, further issuances, disposals, distributions and conflicts of interest.
• Escalate reportable events to Compliance immediately and support regulatory returns and reviews.
• Hold all offers and marketing until the Whitepaper is published, and review offering marketing for consistency before Compliance release. 7. Tokenization framework
• Manage the tokenization framework as a product: policies, standards and stage gates from origination through structuring, issuance, lifecycle management and disposal.
• Assess the VARA category of each instrument with Legal, and reassess before any change that could alter its characterization.
• Keep the framework aligned with the relevant VARA Rulebooks, review it annually and train staff involved in issuance. Requirements Essential
• 10+ years in capital markets, structured products, fund structuring, securities issuance or digital assets.
• Hands-on experience across a financial product's lifecycle, from concept design to regulatory approval, distribution and market activation.
• Experience producing offering documents (private placements, fund constitutions, whitepapers, prospectuses, offering memoranda) and taking them through regulatory review.
• Direct experience with a financial regulator on product approvals and ongoing supervision.
• Experience with escrow, custody or client asset arrangements, including segregation and reconciliation.
• Product ownership of a token or digital asset platform, with the ability to brief engineers and challenge audit findings.
• Proven delivery through Finance, Legal, Risk, Technology and Compliance without direct authority, and experience presenting to boards, investment committees and regulators. Preferred
• Tokenization of real-world assets such as real estate, funds, private credit or commodities.
• A prior role at a VARA-licensed VASP, or a virtual asset firm regulated by the ADGM FSRA or DFSA; exposure to EU MiCA and DLT pilot regimes.
• UAE real estate transaction experience: title transfer, escrow and completion.
• Equity or debt capital markets, or investment management, background.
• Familiarity with identity-verified holder registers, on-chain compliance controls and smart contract audits.
• CFA, CAIA or CISI, or a recognized digital asset or compliance certification. Competencies
• Strong drafting, explaining technical and legal concepts in plain language.
• Sound judgment, integrity and attention to detail, with a clean regulatory record able to meet VARA's fit and proper requirements.
• Fluent English; Arabic an advantage. Succession and continuityThis role holds knowledge the company cannot lose mid-offering, so succession is planned from the start.
• Develop an internal successor within 12 months, and name a deputy who can chair the Issuance Committee and run a live offering in your absence.
• Keep the framework, procedures, checklists, disclosure calendar and issuance register documented and current.
• Ensure no offering, allotment or distribution depends on one person, with dual authorization and named alternates, and prepare any successor for fit and proper assessment with Compliance. Engagement and compensation
• Senior roles start part-time and convert to full-time when the seed round closes; base compensation for the initial period is deferred on terms agreed in writing before start.
• Compensation is benchmarked to financial services market data for the exact title, as basic salary plus allowances.
• Equity participation in the company's share plan. How to applySend your CV to founders@terrastakes.com with the role title in the subject line. Shortlisted candidates are invited to an initial interview; detailed information follows a mutual non-disclosure agreement at second stage. TerraStakes is an equal opportunity employer.