# Selling a TLD held by several people
> Partners, a company, a group of friends: when several people stand behind one TLD, a sale needs their agreement and one voice.
Source: https://hush.partners/selling-a-tld-held-by-several-people
Category: Selling
Published by Hush Partners.
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A TLD held by one person has a clear path to a sale: the holder decides, signs, and transfers. When two or more people hold an interest in the same TLD, that path exists but it runs through agreement first. The asset itself is simple, a token recorded on a public blockchain, but the human layer around it is not. Every party has to align on price, on who speaks to a buyer, and on what happens to the proceeds before a single conversation with the outside world makes sense.
This article is for co-holders who are considering a sale, and for the advisers sitting beside them. It works through the internal steps that have to happen before an approach is made or answered, the specific questions a buyer and an intermediary will put to the group, and what a clean closing looks like when approval comes from more than one place. Read it once before you speak to anyone on the outside, and use the table and the checklist later as a working reference.
## Forms of shared holding
Shared holding of an onchain TLD takes several shapes, and the shape you are in determines almost everything that follows.
The simplest case is a **wallet with a single key held by one party on behalf of others**. The registry record shows one address, but the economic interest is split by private agreement. One person controls the onchain asset while the others rely on that person and on whatever was agreed between them. Nothing in the registry enforces the split; it exists only in the understanding between the parties, written or not. A sale can move quickly on the technical side, because only one wallet needs to act, but the internal agreement has to be solid before that happens.
The second case is a **multisignature wallet**, often called a multisig: a smart contract that holds the TLD token and executes a transaction only when a set number of its signers have approved it. The group chooses the ratio when it sets the wallet up, for example any two of three keyholders. The list of signer addresses and the threshold are visible onchain, and anyone can read them on a block explorer. What the blockchain cannot tell you is who the people behind those addresses are, or whether they remain reachable.
The third case is a **company or other legal entity that controls the wallet**. The TLD belongs to the entity, and each individual's interest runs through their stake in the entity itself. This shape is typical when a business registered the TLD as a business asset. A sale of the TLD is then a transaction of the entity, not a personal one, and the authority to sign comes from the entity's own governance rules, which vary by country and by the entity's founding documents. This article does not cover company or partnership law; your own counsel addresses that. What it does cover is the practical pattern that applies in all three cases: someone has to be authorized to act, and everyone with an interest has to agree.
## Who can technically act, and who must agree
These two questions are distinct and both matter.
**Who can technically act** is a question the blockchain answers. On Freename, a TLD is recorded onchain as a token that sits in a wallet. Whoever controls the private key of that wallet can start a transfer. In a single-key wallet, that is the keyholder alone. In a multisig, no single signer can move the token: the transfer goes through only once enough of the signers have approved it. Those signers may be different people, such as the partners in a venture, or several devices of one person, which is why the signer list alone says little about who stands behind the TLD.
**Who must agree** is a question the agreement between the parties answers, not the blockchain. Even if one party holds the only key, they are not necessarily free to act alone. If the co-holders have agreed that any disposal of the asset needs the consent of the others, the keyholder is bound by that even though the registry cannot enforce it. Acting against it may expose the keyholder to a claim from the others, depending on the agreement and the law that applies, and it will certainly destroy the trust that makes a clean closing possible.
The two answers can diverge in both directions. A keyholder may be able to act without being entitled to. A group may be fully agreed and still unable to act, because a key is lost or a signer cannot be found. A sale needs both conditions met at the same moment, on closing day.
The practical consequence: at the start of any sale process, the group should establish and write down a clear answer to both questions. Who controls the key or keys? What internal consent is required before that control is used? A buyer will ask. An intermediary will ask. Having the answer ready, instead of discovering the gap at the wrong moment, protects everyone.
## Agreeing before selling: the floor, the split, the decision rule
Three internal agreements must exist before the group reaches the outside world. They are independent of each other, but each one tends to surface tension that should be resolved before it shows in front of a buyer.
### The floor
The floor is the minimum price the group will accept for the TLD. This sounds obvious; in practice it is where groups stall. One co-holder may have joined at a higher price and refuse to sell below their cost. Another may want to exit quickly at any reasonable number. A third may count on income from the registry's royalty program, under which the holder of a TLD receives a share of each registration fee for names registered under it, and may value that prospect more than the others do. These differences do not resolve themselves in a negotiation with a buyer; they have to be resolved in advance. The floor is best expressed as a net figure, what each person takes home, so that fees, any reserve for tax, and any currency conversion are already accounted for.
A floor is not an asking price. The asking price is what the representative says to a buyer; the floor is what the group has agreed among themselves and keeps to themselves. Once one co-holder mentions the floor outside the group, it tends to become the ceiling of every offer that follows. Agree also when the floor can be revisited, for instance after a valuation or after a first round of offers, so that it does not turn into a figure nobody dares to reopen.
### The split
The split is how the proceeds are divided. Unless the co-holders hold equal shares, or an existing agreement settles this, the split needs to be decided and written down before the first number is put on the table. Co-holders sometimes disagree about who contributed what and when: one paid for the registration, another did the work of developing the namespace, a third brought the idea. A sale brings those disagreements to a head because money is about to move.
### The decision rule
The decision rule is the vote or consent required to accept a given offer, to walk away, or to counter. A simple majority may work in some groups; others will require unanimity. Either can be made to work, but the rule has to be agreed before negotiation starts, not negotiated in real time while a buyer waits.
One rule rarely fits every decision. A workable pattern is to let the representative accept alone any offer at or above the floor on the agreed terms, to require the full group for anything below the floor, and to set a time limit within which each co-holder must answer when consulted. Silence then has a defined meaning, and a buyer is not left waiting on one person's inbox. If the decision rule is unclear, a single co-holder can hold up a transaction indefinitely. If that possibility exists in your group, address it now.
Internal alignment: what to settle before any outside contact
Map the holding structureIdentify every person or entity with an interest in the TLD. Confirm who controls the key or keys, and how many approvals a transfer requires. Write this down.
Agree the floor priceExpress the minimum acceptable price as a net figure per co-holder, after fees and any agreed reserves, so that every party knows what they will receive at the floor.
Settle the proceeds splitDocument each co-holder's share. If shares are disputed, resolve the dispute now, with legal help if necessary, and have everyone sign the result.
Set the decision ruleAgree whether accepting or rejecting an offer requires unanimity, a qualified majority, or some other threshold, and how long each co-holder has to answer.
Appoint one authorized representativeDesignate the single person who will communicate with buyers, intermediaries, and advisers. Give them a written mandate that states the floor, the split, and the decision rule, and that bars them from committing beyond those terms without a further vote.
## One voice toward the outside
A buyer does not want to negotiate with a committee. They want one person who can say yes, who can commit to a timeline, and who will not come back the following week to say that another co-holder has changed their mind. This is a practical condition, not a preference. If a buyer cannot tell who they are dealing with, or receives different signals from different co-holders, they will either lower their offer to account for the risk that the deal never completes, or move on.
The authorized representative speaks for the group. They communicate offers, counteroffers, and conditions. They sign confidentiality undertakings on the group's behalf. They are the point of contact for the intermediary. What they cannot do is accept terms outside the mandate the group gave them without going back for approval. This boundary should be explicit in the mandate.
One voice also binds the others. A co-holder who is approached directly, by a buyer or by anyone acting for one, passes the contact to the representative and says nothing about price, about the other holders, or about how the group decides. Inside the group, the representative owes the same discipline in return: every offer is reported in full and promptly, including the ones the representative would prefer to decline. A representative who filters what the group hears will lose the mandate at the first surprise.
Choosing the representative is itself sometimes contentious. In a partnership, the obvious candidate may be whoever contributed most to the original acquisition of the TLD; in a company, it is whoever the entity's governing body designates; in an informal group, it is often whoever has the most patience and the most trust from the others. The choice matters less than making it formally.
Lawyers and other advisers who bring a co-held file to a desk will find the page written for them under [advisers who refer a file](/for-advisors). If the group prefers to mandate a desk to find the buyer, the [sell-side mandate](/sell-side-mandates) is the service built for that, and the desk will expect the group's representative to be its single counterpart.
## What a buyer and an intermediary will ask
A serious buyer will examine an onchain TLD before committing. For a co-held TLD, that examination has an additional layer: the buyer wants confidence that the transaction will actually close, and that no co-holder will appear afterward to contest it.
Expect the following questions, in some form:
| Question | Why it matters |
|---|---|
| Who holds the key or keys? | The buyer needs to know who must act on closing day. |
| How many approvals does the wallet require? | Sets the minimum coordination needed at closing. |
| Is there a written co-holder agreement? | Shows that the group's internal rules are documented. |
| Has the full group agreed to the price? | Protects the buyer from a later challenge. |
| Who is the authorized representative? | The buyer needs one counterpart who can commit. |
| Has anyone outside the group been given rights over the TLD? | The buyer expects to receive it free of other claims. |
An intermediary managing the process will ask many of the same questions, and earlier. The same holds for a valuation: any co-holder can request a [private valuation](/private-valuation), but a figure is only useful if the group can act on it, and acting on it requires the internal alignment described above.
The registry record is public, and anyone can check the holding wallet on a block explorer. What the record cannot show is who stands behind a wallet, what the internal agreement says, or whether all parties have consented to a sale. That gap is filled by the documentation the group produces.
## Points to settle: a working reference
The table below collects the points the group should settle in writing before any sale process begins, with a note on why each one matters in practice.
| Point to settle | Why it matters |
|---|---|
| Identity of all co-holders | A person left out can contest the sale later. |
| Key control and approval threshold | Determines the coordination needed to execute the transfer at closing. |
| Minimum acceptable price (net) | Without a floor, hesitation between co-holders weakens the group's position. |
| Proceeds split | Prevents disputes when funds arrive. |
| Decision rule for accepting an offer | Avoids one co-holder blocking, or forcing, a sale. |
| Mandate of the representative | Defines what can be committed without returning for approval. |
| Royalty income during the sale | Registry royalties received before the transfer belong to someone; agree who. |
| Costs deducted first | Avoids argument about whether fees and legal costs come off the top. |
| Conditions for walking away | States when the group may withdraw and who decides it. |
Not every group needs every row in the same depth. Two partners with equal shares and one key may settle the list in an afternoon. A group of five with unequal contributions and a multisig will spend most of its time on the split, the threshold, and the fallback for a signer who cannot be reached.
## Closing with several people
Once a buyer has been found and terms agreed, the closing of a co-held TLD has two parallel tracks: the onchain transfer and the distribution of proceeds.
The onchain transfer is the movement of the TLD token from the current holding wallet to the buyer's wallet. When a sale goes through Hush Partners, that step is handled by onchain escrow on an aftermarket, which is Freename's unless the client would rather use another marketplace such as OpenSea; the service is set out under [escrow and transfer](/escrow-and-transfer). The point specific to a co-held TLD is coordination: if the holding wallet is a multisig, every signer needed to reach the threshold must be available, with access to their key, on closing day. This sounds simple; in practice it is the step most exposed to delay. Confirm availability explicitly before setting a closing date, and have each signer check in advance that their key still works. Avoid changing the wallet setup during the sale unless the buyer knows about it: the holding wallet the buyer checked at the start should be the one that transfers at the end.
The distribution of proceeds follows the transfer. A sale normally pays one seller, so the proceeds arrive in one place and the group divides them afterward. Decide beforehand where they arrive, who is able to move them from there, and within what delay each co-holder receives their share. If the proceeds must pass through a shared account, the group needs an account it controls and instructions agreed in advance. In every case, the split documented in the co-holder agreement is the basis for those instructions; do not leave this to be worked out on closing day.
A buyer will often want the group to state, in writing, that all co-holders have consented to the sale and that the way the group divides the proceeds creates no future claim against the buyer. That statement should be comfortable to give if the internal work has been done. Its exact wording is a matter for the group's counsel.
## When co-holders disagree
Disagreement among co-holders is not unusual. The more common version is manageable: one party wants a higher price, or a different timing, or a specific type of buyer. This kind of disagreement is settled by the decision rule the group agreed in advance. If unanimity is required and one co-holder refuses, the sale cannot proceed. If a majority rule applies, the minority is bound by it, though what remedies they may have depends on the agreement and on the law that applies, which is a question for their own counsel.
The harder case is a co-holder who is unreachable, incapacitated, or refusing to engage. This is the known weakness of shared control: the protection a multisig gives against one person acting alone becomes an obstacle when a needed signer has lost their key or will not cooperate. If the threshold cannot be reached without that person, the transfer cannot execute. This risk belongs in the original co-holder arrangement, for example through a fallback procedure, an additional key held by a trusted third party, or an agreed way out of a deadlock. If it was not addressed, the group is in a difficult position that calls for legal advice specific to their country and their agreement.
Disputes about the split are a third kind. The registry record does not determine who is owed what; only the agreement between the parties does. A disagreement about entitlement is a dispute between people, not a blockchain question, and it belongs with lawyers and, if necessary, a mediator.
Whatever the kind, a dispute that is still open should stay inside the group. A buyer who learns of it will wait for it to end, or price it in. Pausing a process is always possible; repairing a buyer's confidence after a public quarrel is much harder.
## Putting it in writing
Every point above converges on one practical conclusion: the group needs a written co-holder agreement before it engages with any outside party. "Written" does not mean elaborate. For a simple group, a concise signed document that records who holds what, what the decision rule is, what the floor is, and who speaks for the group covers the essentials. Whether it is sufficient for your situation is for your counsel to say; nothing here is legal or tax advice.
The agreement serves three purposes. First, it forces the group to discover disagreements early, when they are cheaper to resolve. Second, it gives the representative the authority they need to act without constant referral back to the group. Third, it gives a buyer or intermediary the comfort that the sale is real and that closing is achievable.
Give the representative's mandate an end date or a review point. A mandate without one outlives the circumstances it was written for: the floor agreed in one market mood is still binding in another, and a co-holder who has changed their mind has no clean way to say so. A short renewal, signed by all, costs little and keeps the document true.
The [mutual NDA](/nda) that covers exchanges with the desk is a separate document; it protects confidentiality during the sale process. The co-holder agreement is an internal document. Both should exist, and neither replaces the other.
A note on formality: if the co-holders are a company or another entity with its own governance documents, those documents may already contain the relevant rules. Check them before drafting a separate agreement. Where they are silent, a short written resolution or addendum is better than nothing.
## The next step for a group considering a sale
If the group is not yet aligned on the points in the working reference above, that is the work to do now, before any approach is made or answered. Start with the first step of the checklist, the map of who holds what and who can act, because every later point depends on it.
Once the internal agreement is signed, look outward. The page on [how a file proceeds](/how-it-works) sets out the stages from mandate to transfer, so the group understands what it is committing to when it engages. The free [TLD Readiness Score](/tld-readiness-score) gives a first reading of how ready the TLD is to be sold.
When the group is ready to mandate a desk, the terms at Hush Partners are plain. A named partner stays with the file from the first note to the closing, and a standard mutual NDA applies to every exchange. The fee is a fixed amount, never a share of the price, and only the client who gives the mandate pays it. The desk works with the group's single representative throughout.
## Questions people ask
### If the TLD is in a multisig, can a sale proceed with fewer approvals than the threshold?
No. The threshold written into the multisig contract is a hard technical requirement. If it calls for three approvals and only two signers are willing to act, the token cannot move. The group would need either to obtain the missing approval or, if the agreement permits it, to change the wallet's configuration first, which normally requires the same threshold.
### Does the buyer need to know who all the co-holders are?
Not necessarily in full, but the buyer does need confidence that every party with an interest has consented to the sale. Where identity is sensitive, the co-holder agreement and the representative's written statement that consent has been obtained can provide that comfort without naming every individual. Your own counsel decides how to word those statements for the transaction at hand.
### What happens to royalty income that accrues during the sale process?
Freename's royalty program pays the holder of a TLD a share of each registration fee for names registered under it, advertised at up to half and subject to the registry's current terms and activation conditions. Until the transfer, the holder is the selling group. The sale terms should say whether the seller keeps what is received up to the transfer or whether the buyer takes the benefit from an agreed date. Taking part in the program has an annual cost set by the registry, although the TLD itself has no renewal fee, so the group should also settle who bears that cost for the year of the sale. If the TLD was registered under earlier terms that include the program for life, the buyer will want confirmation from the registry, before closing, of whether those terms pass with the transfer. This is a commercial point to agree explicitly; the transfer does not settle it by itself.
### Can the group sell only part of the TLD, or only one co-holder's interest?
The TLD is recorded as one token, and a transfer moves that whole token to a new wallet. What a co-holder may be able to sell privately is their economic interest in it, subject to whatever restrictions the co-holder agreement contains, such as a right for the others to buy first. The buyer of that interest would then hold it alongside the remaining co-holders under the same or a revised agreement. This is a more complex arrangement than a sale of the TLD, and counsel should be involved from the start. The page for [TLD holders](/holders) is the general starting point for holders weighing their options.