Legal infrastructure for NFT marketplaces

Any NFT marketplace requires a legal entity that limits founder liability, signs commercial contracts and operates the platform in a way investors and partners can rely on. We analyse the business model, choose the jurisdiction and set up the company so that governance, tax exposure and future fundraising remain consistent.

Some marketplaces benefit from separating functions. If operations, IP management and royalty distribution should not sit in one entity, we design a multi-entity structure. This prevents IP contamination, shields the operating company from content-related claims, and reduces regulatory friction in jurisdictions where royalty administration or content moderation triggers additional licensing rules. Each entity has a defined role, and the platform’s Terms of Service, creator terms and smart-contract logic reflect the same allocation of responsibilities.

Most NFT disputes come from unclear IP ownership and licensing. Creators mint assets they do not have rights to, marketplaces receive takedown notices, and buyers assume they are purchasing rights that the token does not grant. We draft the Terms of Service, Creator Terms and licensing provisions so that the rights chain is explicit. The creator’s ownership of the underlying content is defined, the buyer’s rights are limited to the exact scope granted with the token, and the marketplace’s authority to host, distribute or remove content is set out in enforceable terms. This eliminates ambiguity and reduces the risk of copyright or trademark claims.

Royalty mechanics must hold up legally. A smart contract alone does not create an enforceable payment obligation. We align the economic logic of the token with contract law in the jurisdictions where the marketplace operates. Secondary sale royalties, creator revenue shares and marketplace fees are structured in legally binding terms so that they can be enforced against users, exchanges or integrated platforms that interact with the NFT.

NFT marketplaces face overlapping obligations: consumer-protection rules, advertising standards, payment-services law, AML exposure, tax reporting and national IP regimes. We review the business model and map your compliance position across the EU, UK, U.S., Singapore and UAE.

We create a clear moderation and enforcement system: copyright takedowns, counterfeit detection, suspended-account procedures, fraud escalation, evidence preservation and dispute-resolution flow. This gives the marketplace a defensible process when dealing with infringements, impersonation, hacked accounts or unauthorised listings.