NAVCoin AP Institutional Onboarding & Proof of Reserves Master Specification
Version 1.1 — Consolidated Institutional Publication Draft
Executive Summary
NAVCoin’s Authorized Participant (AP) institutional layer enables regulated financial counterparties to create and redeem NAVCoin at Net Asset Value (NAV) through compliant, transparent, and risk-controlled workflows. This Master Specification consolidates eligibility criteria, compliance standards, onboarding workflows, capital deployment mechanics, and the Proof of Reserves (PoR) architecture into a single authoritative document for institutional onboarding and external verification.
Table of Contents
Executive Summary
Institutional Compliance & Eligibility
AP Onboarding Workflow
Capital Deployment & Redemption Mechanics
Proof of Reserves Architecture
Custody, Segregation & Controls
Operational Risk & Governance
Audit, Reporting & Transparency
Smart Contract & Security Standards
Governance, Amendments & Versioning
Appendices
- Institutional Compliance & Eligibility 1.1 AP Entity Eligibility
Authorized Participants must be institutional entities that satisfy the following: institutional regulated status, sufficient capital, and licensed operational capability. Typical eligible categories include: • SEC-registered Broker-Dealer • Registered Investment Adviser (RIA) • Regulated Bank or Trust Company • Qualified Custodian • Regulated Digital Asset Market Maker • FATF-compliant jurisdiction domicile
Minimum Thresholds: • Regulatory Net Capital ≥ $10,000,000 • AUM ≥ $50,000,000 • Minimum creation unit ≥ $1,000,000 • Ongoing holding ≥ $500,000
1.2 AML/KYC Standards
Applicant institutions must undergo strict AML/KYC screening including:
• Global sanctions lists (OFAC, EU, UN, UK) • PEP screening • Adverse media review • Beneficial ownership verification • FATCA/CRS status and documented compliance program
Failure to maintain AML/KYC controls triggers activity suspension and escalation.
1.3 Required Documentation
Required documents include:
• Corporate formation documents • Audited financial statements (2 years) • Regulatory licenses (SEC/FINRA, state banking license, etc.) • UBO disclosures • AML program documentation
- AP Onboarding Workflow
The AP onboarding process comprises five phases:
2.1 Phase 1 — Initial Inquiry
• AP expresses institutional interest • NDA executed • Initial qualification call conducted • Soft approval decision gate
2.2 Phase 2 — Formal Application
• Full submission of compliance documentation • AML/Regulatory/Capital verification • Risk Scoring • Decision Gate 2: Conditional approval
2.3 Phase 3 — Legal & Contracting
Mandatory agreements include:
• Authorized Participant Agreement • Creation & Redemption Agreement • Risk Disclosure Addendum • Smart Contract Risk Acknowledgment • Data & Transparency Agreement • NDA/Confidentiality Addendum
2.4 Phase 4 — Wallet Whitelisting & Technical Integration
AP provides institutional custody wallet addresses (multi-sig recommended). These are whitelisted in the NAVCoin smart contract prior to activation.
2.5 Phase 5 — Capital Activation
• AP wires initial capital to designated custodian • Custodian confirms receipt • Initial mint executed • AP attains Active status within NAVCoin AP system
- Capital Deployment & Redemption Mechanics 3.1 Mint (Creation) Workflow
Cash Creation Flow:
AP submits creation order by cut-off
AP wires USD to reserve custodian
Custodian confirms receipt
NAVCoin smart contract mints tokens to AP wallet at the Daily NAV price
Optional In-Kind creation (treasury bills only, Phase 2) available upon governance approval.
Minimum Creation Unit: $1,000,000 Increment Size: $250,000
3.2 Redemption (Burn) Workflow
AP submits redemption notice
AP transfers NAVCoin to burn contract
Smart contract verifies authorization
Tokens burned
Custodian releases corresponding USD (settlement T+1)
Minimum redemption, settlement timing, and unit sizes align with institutional cycles.
3.3 Settlement, Cut-Offs & Calendar
Creation: Order deadline 12:00 PM ET, wire receipt by 2:00 PM ET, NAV strike 4:00 PM ET. Redemption: Notice deadline 12:00 PM ET, burn confirmation same day, settlement T+1. Holidays follow Federal Reserve business calendars.
- Proof of Reserves Architecture 4.1 Hybrid PoR Model
NAVCoin implements a hybrid PoR system combining: • Daily cryptographic Merkle tree proofs of liabilities • Real-time on-chain wallet transparency • Monthly third-party attestations • Quarterly SOC-aligned controls review
4.2 Reserve Asset Composition
Reserves must be: • Fully segregated • Bankruptcy-remote • 100 % fully reserved with no rehypothecation
Eligible assets include: • Cash (FDIC-insured) • U.S. Treasury Bills ≤ 90-day duration • High-quality liquid assets (HQLA Tier 1)
4.3 Liabilities & Merkle Proof Design
Liabilities = total circulating NAVCoin supply (adjusted for burns and non-circulating tokens). Each account balance is hashed with a nonce and included in a Merkle tree to derive a daily published Merkle root.
4.4 Reporting Cadence Reporting Tier Frequency Daily Liabilities Merkle root & reserve coverage Weekly Reconciliation summary Monthly Independent CPA attestation Quarterly SOC control review 5. Custody, Controls & Transparency 5.1 Custody Standards
• Reserve custodial assets held in regulated Tier-1 institutions • Accounts must be segregated, bankruptcy-remote • On-chain AP wallets require multi-sig and hardware-secure custody
5.2 Smart Contract Controls
• Only whitelisted addresses may mint or redeem • Emergency pause function • Governance multi-sig override • Public mint/burn event logs
- Operational Risk, Governance & Amendments 6.1 Risk Management Framework
Key risk categories include: custodian failure, smart contract vulnerability, operational fraud, liquidity mismatch, regulatory change. Mitigations include smart contract audits, independent reconciliation, capital buffers ≥ 2%, insurance minimums.
6.2 Governance Structure
The NAVCoin Compliance Committee oversees eligibility, framework updates, risk response, and enforcement. All updates must be versioned and publicly archived.
- Audit, Reporting & Transparency
• Daily public dashboard with supply, reserves, coverage ratio • API endpoints for programmatic access • Independent CPA monthly attestations • Historical archive of reports and Merkle proofs
- Security Standards
• SOC 2 Type II targeted compliance • Hardware Security Module (HSM) custody • Cold storage for treasuries • Annual penetration testing
- Governance, Amendments & Versioning
All structural changes to AP eligibility, capital mechanics, or PoR reporting must undergo governance proposal, review, and public archival. Version control ensures clear historical evolution.
Appendices
A. API Specifications (Mint/Burn) B. Sample Custodian Statement Templates C. Merkle Proof Generation Schema D. SLA for Onboarding & Reporting