In a proposed sale of an agent-operated business, delivering the ERC-8004 registration leaves the wallet handover unresolved. The buyer should close once ownership, customer balances and provider permissions reconcile. If the seller retains effective recovery access, require its removal or move the transferable assets to a buyer-controlled arrangement. Exclude disputed customer balances from the purchased treasury.
Establish ownership
Identify what the seller is offering
A Singapore company is selling an agent-operated analytics service to an English company under an English-law agreement. The asset schedule lists software, an ERC-8004 registration and a wallet address. The seller will deliver the registration token while retaining a recovery credential at its wallet provider. The wallet contains earned fees and a separately identified balance described as refundable customer deposits.
Start with separate entries for the registration token, the linked agentWallet field and the wallet address. Record the chain, registry contract and agent identifier. Identify each contract-issued token by its network and contract address. List native assets separately, including those used for transaction fees. Add unpaid fee receivables, software copyright, third-party licences and the provider agreement.
Against each entry, record the seller’s claimed right, any customer entitlement and the person controlling access. An address identifies a destination in a network. Ownership requires evidence of the entitlement asserted. Signing rights, spending approvals, administrative powers and recovery routes need their own control record.
Registration transfer and wallet control are separate events
ERC-8004’s Identity Registry supports discovery of an agent and its service endpoints. Its Draft specification uses an ERC-721 registration token and a verified receiving address called agentWallet. Payments fall outside the specification’s scope. On registration transfer, the registry must clear that field; the new holder must verify a receiving address again. (ERC-8004, Draft text at commit 503591a, 25 January 2026, “Motivation” and “Identity Registry”.)
The ERC-8004 reference contract, IdentityRegistryUpgradeable version 2.0.0, clears the field in its _update transfer routine. It leaves the old wallet’s assets and permissions to their separate systems. The buyer needs a technical report on the deployed registry’s actual code, upgrade controls and state at closing.
The registration transfer can succeed while the old wallet retains every token. The buyer may then lack the provider access needed to spend or recover them. Even if the buyer can make a payment, the seller’s surviving recovery credential may allow it to regain control. A successful test payment proves only the tested capability.
The UK Jurisdiction Taskforce discusses AI agents and ERC-8004 within its explanation of technical control. Its report is non-binding expert analysis. Signing ability, practical control, legal title, beneficial entitlement and contractual access answer different questions. The wallet and provider arrangements determine who can exercise each operational power. (UKJT, Report on Control of Digital Assets, March 2026, paras 18, 51–54, 75(c), printed pp 41–42, and 102–114.)
Property status is the starting point
Section 1 of the Property (Digital Assets etc) Act 2025 removes a classification obstacle. A thing can attract personal property rights despite being neither a thing in possession nor a thing in action. The Act commenced on 2 December 2025 and extends to England and Wales and Northern Ireland. It leaves asset-specific ownership and transfer questions for the applicable law. (Sections 1–2.)
In D’Aloia v Persons Unknown [2024] EWHC 2342 (Ch), [173], the court recognised property rights in USDT (the Tether stablecoin) itself. The claim against the exchange nevertheless failed on the evidence and pleaded case, including proof that the claimant’s assets reached it. The buyer therefore needs the transaction history supporting the seller’s title to the scheduled assets. ([382]–[383].)
Singapore’s ByBit Fintech Ltd v Ho Kai Xin [2023] SGHC 199 concerned fraudulently diverted USDT. On summary judgment, the court treated USDT as property capable of being held on trust and recognised a constructive trust arising at the time of theft. That finding requires a different factual basis from an express trust created by customer terms. ([31]–[39], [41]–[44].)
Trace fees and deposits from receipt
For earned fees, match each receipt to the contracting customer, invoice and performance record. Establish when the seller became entitled to payment and whether refunds, security rights or competing claims affect the balance. The seller can schedule the amount it owns for transfer. Unpaid invoices remain receivables requiring their own assignment arrangements.
Refundable deposits require three branches. First, terms may transfer title to the seller while requiring repayment of an equivalent amount. The customer then has a debt claim. Subject to security, priorities and applicable insolvency rules, that claim shares the seller’s credit risk. The buyer must decide whether the seller retains the refund obligation or customers agree to its transfer. Replacing the seller as the customer’s debtor requires an effective novation or other agreed release. The sale agreement’s allocation of liability binds its own parties. (Kabab-Ji SAL v Kout Food Group [2021] UKSC 48, [60]–[61].)
Second, the evidence may establish a trust, including sufficiently certain assets and beneficiaries. Identify the trustee, transfer power and conditions for changing the person holding the assets. Those funds must remain available for the entitled customers. They cannot be treated as the seller’s unrestricted purchase-price contribution.
Third, customers may retain ownership under a custody arrangement without a trust. In Re Taylor, Joshua James [2025] SGHC 104, the court rejected the proposed trusts but concluded that customers retained legal and beneficial title. Return obligations followed from those terms. ([26]–[40].) The absence of a trust therefore leaves the contractual allocation of ownership to be examined.
Assets established as belonging to customers ordinarily remain outside the property available to the seller’s general creditors. Proof, tracing and the applicable insolvency rules still affect recovery. (Quoine Pte Ltd v B2C2 Ltd [2020] SGCA(I) 2, [148]; Re Taylor, [4], [37]–[40].)
Separate identification helps prove the accounting position. Trust intention and the relevant property must also be established. In Quoine Pte Ltd v B2C2 Ltd [2020] SGCA(I) 2, [144]–[150], the Court of Appeal held that segregation alone could not establish a trust and rejected the trust claim on the terms and records. For pooled assets, the claimed interest also needs a sufficiently identified pool and share: Parastate Labs Inc v Wang Li [2026] SGHC 178, [86]–[108].
Obtain the accepted customer terms, amendments, deposit ledger, withdrawal rights and evidence of how funds were used. For stablecoins, identify the issuer and any separate redemption claim. Tether’s terms of 26 February 2026 make direct redemption a personal contractual right subject to verification and eligibility requirements. They also restrict assignment of contractual rights. A token transfer and a provider-recognised redemption entitlement therefore need separate treatment. (Tether, Token Terms of Sale and Service, 26 February 2026, paragraphs 2–4.1 and 18.)
Resolve the relevant law for each right
The English-law clause governs the sale agreement within its proper scope. Customer contracts, provider rights, third-party proprietary claims and insolvency can engage other laws. Record the parties’ locations, account arrangements, asset history, relevant contractual choices and likely insolvency forum. (Rome I Regulation, arts 3 and 14, as applicable in the UK.)
In DPP v Zhimin Qian [2026] EWHC 2509 (KB), the court addressed proprietary claims to fraud proceeds on assumed China-centred facts. It required examination of Chinese law rather than applying English tracing rules as the starting point. That preliminary decision concerns its particular claims and connecting factors. ([135]–[140], [229]–[246].)
As at 12 November 2026, the Law Commission’s project page still records a final private-international-law report as forthcoming. The 2023 Principles of the International Institute for the Unification of Private Law (UNIDROIT) provide a non-binding comparative framework for control, proprietary rights and applicable law. The sale requires an analysis under the domestic rules applicable to each issue. (UNIDROIT Principles 3, 5–6 and 10–13.)
Complete the transfer
Write the schedule around deliverable rights
The registration entry should identify the network, registry and token ID. Delivery consists of transfer to the buyer’s nominated holder, confirmation of the resulting registry state and verification of the buyer’s receiving address. Require a report on any continuing operator permissions and registry administration. The software entry should include a signed assignment of the seller-owned IP and permissions for essential third-party components.
The provider entry is consent-dependent. Specify the account agreement and every access, signing and recovery role. Obtain the provider’s written confirmation that the proposed change is permitted and effective, including the seller’s removal. Where transfer is unavailable, require fresh buyer onboarding and a documented migration. Coinbase’s Developer Platform terms of 23 June 2026 prohibit assignment of rights and licences granted under those terms; this shows why the actual provider’s accepted terms must be checked. Coinbase is cited only as an example. (Coinbase Developer Platform Terms of Service, 23 June 2026, section 16.)
The customer-deposit entry should exclude the disputed balance from the purchased treasury and the price calculation. Identify its quantity, customer ledger and present holder. Require lawful return to customers or an authorised transfer to the agreed holder once entitlement is established. If a trust exists, document the necessary trustee or custodial change. If the balance is a debt, specify the refund liability and any customer consent needed to replace the debtor.
Fee receivables need an assignment identifying the debts and required debtor notices. English statutory legal assignment requires compliance with section 136 of the Law of Property Act 1925 where that route applies. Copyright assignment requires signed writing under section 90(3) of the Copyright, Designs and Patents Act 1988 where applicable. Other licences may need consent or replacement contracts.
Reconcile the assets and remove surviving powers
Agree a cut-off time in Coordinated Universal Time and the relevant block references. Seller finance should reconcile each token quantity against earned fees, refundable balances and pending movements. Allocate pre-closing receivables, post-closing earnings, transaction costs and late receipts at the old address. Require a process for forwarding or returning those receipts to the entitled person.
The provider and technical teams should document the effective signing, spending, administration and recovery permissions. Include delegated agent sessions, contract approvals and any third-party guardian or upgrade power. Evidence should cover revocation and a controlled operational test. It should also identify powers retained by the provider and the conditions under which it may exercise them.
If the old wallet cannot be handed over with acceptable controls, migrate the reconciled seller-owned assets to the buyer’s approved account. Update the verified receiving address and payment instructions. Leave customer assets subject to their authorised return or transfer process. Record the transaction evidence, reconciliation, provider confirmation and signed acceptance together.
The customer-property branch also requires a custody-perimeter decision before the buyer takes responsibility. Singapore’s Payment Services Act 2019 covers specified safeguarding activities involving control, including joint control. Covered providers face customer-asset requirements under the Payment Services Regulations 2019. UK custody activities may require registration under the Money Laundering Regulations 2017. (Singapore Act, section 5 and First Schedule, paras 3–4; Regulations, regs 18B–18I; UK Regulations, regs 14A and 56.) Scope the actual activity and location through the separate Singapore custody licensing analysis. Ordinary earned-fee receipts alone supply no basis for treating the seller as a customer custodian.
Close the reconciled assets; condition or exclude the rest
Close once the contracts, receipt history and permission records support ownership and authority for every included asset. Seller finance supplies the balance reconciliation and customer allocation. The provider confirms the permitted handover and recovery changes. Buyer technical staff verify the registration state, operational access and effective permissions. Signed assignments, necessary consents and the agreed treatment of customer obligations complete the record.
Where the seller’s effective recovery right remains, withhold acceptance of the old wallet arrangement until the provider removes that right or migration is completed. If customers dispute entitlement, exclude the disputed assets and require an agreed lawful return or transfer process. The seller supplies the underlying contracts and receipt history; the customers or authorised decision-maker supply any required agreement or determination.
The parties can close the remaining business if it can operate with those exclusions and the price and obligations are adjusted. If access to the disputed account or funds is essential, defer closing until the condition is satisfied. Warranties and indemnities allocate contractual recourse; the missing authority or access must still be supplied.
Plan the acquisition review
Payment consent and consumer refunds have their own analysis for AI shopping agents. A buyer preparing such an acquisition should bring the asset schedule, customer terms, provider agreement and control map to an AI due diligence review. Those records allow the review to specify what can transfer, what needs consent and what must remain outside the purchased treasury.