Securities Compliance for Tokens, Digital Asset Platforms and Investment Funds

A token’s legal treatment depends on the rights it gives holders and how it is offered and sold. Under the Howey test, an investment contract involves an investment of money in a common enterprise with an expectation of profits from the efforts of others. Even a token with genuine utility can be sold as part of an investment contract. Calling it a “utility token” does not settle the question.

Digital Lawyers assesses your token and offering, helping you understand the securities requirements before fundraising or launch.

Your whitepaper, website and investor pitch should accurately explain how the token works. Our review covers token-holder rights, allocations, vesting, staking rewards, revenue sharing and the team’s role in developing the project.

You receive practical recommendations on the features and statements that raise securities-law concerns, together with any changes needed to your offering structure or documentation.

If the project cannot avoid securities classification, we structure the offering through recognised exemptions such as:

– Regulation D: offers routes for US fundraising, with different investor-eligibility and advertising requirements.

– Regulation S: provides a route for qualifying offshore offers and sales, subject to restrictions on US-directed selling efforts and other applicable conditions.

Communications, marketing, investor qualification and distribution paths are aligned with the exemption used.

Even when a token is not a security, U.S. federal financial-crime rules may apply. FinCEN treats any entity that accepts, transmits, exchanges or holds value for another person as a money transmitter unless a clear exemption is available. This creates Money Services Business registration obligations and triggers the Bank Secrecy Act.

Digital Lawyers reviews your platform’s flows to determine whether user deposits, withdrawals, custodial wallets, staking services or reward mechanisms constitute money transmission. If there is exposure, we design a structure that avoids MSB classification or prepare the compliance framework if registration is unavoidable.

State-level money-transmission rules are separate. Many states treat crypto operations as money transmission, even when the token is not a security. We run a state-by-state analysis to determine whether any state licences are required and how distribution should be limited to avoid triggering state rules.

Under EU law, tokens can fall under either MiCA or MiFID II, depending on their characteristics. Asset-referenced tokens, e-money tokens and tokens that mirror financial-instrument features require issuer authorisation, disclosures, capital requirements and whitepaper compliance. Tokens with investment or profit-sharing rights can fall directly under MiFID II, which triggers full financial-instrument treatment.

Digital Lawyers assesses your token’s rights, purpose and distribution model, then explains what the classification means for your fundraising, launch and exchange-listing plans.

Your compliance obligations depend on the token and how you offer it. A utility-token offering may require a MiCA whitepaper, regulatory notification and compliant marketing materials, subject to applicable exemptions. Stablecoins have separate issuer requirements.

Our support covers the required documentation, investor disclosures and offering restrictions. For security tokens, we assess the relevant securities rules and available exemptions with local counsel.

Beyond issuing a token, your business may provide exchange, custody or other services that require CASP authorisation. Staking arrangements need a separate review: staking on behalf of clients while holding their assets or private keys falls within MiCA’s custody requirements.

We identify the permissions your business needs and help prepare the application, client agreements and compliance policies. For EU expansion, we also support the notification process that allows an authorised CASP to provide its approved services in other Member States.

A token’s rights and features determine its legal treatment. Tokens representing shares, debt or other regulated investments may qualify as security tokens, while tokens meeting the definition of electronic money fall under separate rules. Whether your business needs FCA authorisation depends on the activities it carries out and any applicable exemptions.

Digital Lawyers assesses your token’s ownership, repayment, profit-sharing and redemption rights to explain which UK requirements apply.

Before entering the UK market, founders need to understand which permissions their business requires. We assess your token offering, exchange or custody model and identify any FCA authorisation or anti-money laundering registration requirements.

You receive a practical plan covering the relevant applications, documents and operational changes.

Promoting cryptoassets to UK consumers can trigger financial-promotion rules even when your business is based overseas. Websites, social media posts and influencer campaigns may all fall within scope.

Our review identifies a lawful route for communicating your promotions and checks the content and customer journey. Depending on the offering, this includes risk warnings, restrictions on investment incentives, cooling-off periods and checks that customers understand the risks.

Singapore assesses tokens based on their rights and practical use. Tokens representing shares, debt or interests in an investment fund may qualify as capital markets products under the Securities and Futures Act (SFA). Digital payment token services and e-money activities are assessed separately under the Payment Services Act (PSA).

Digital Lawyers reviews your token’s features and business model to explain which rules apply to your launch, fundraising and ongoing operations.

Licensing depends on the services your business provides. Crypto exchange, transfer and custody activities may require a payment services licence. Dealing in tokenised securities, managing investments or providing investment advice can trigger different licensing requirements.

Digital Lawyers help you to identify the relevant permissions and available exemptions, then help prepare the applications, AML policies, client-asset safeguards and operational procedures your business needs.

For founders raising capital through tokens, offering requirements need a separate review. Offers of tokenised securities may require a prospectus unless an exemption applies, such as an eligible private placement or an offer to accredited or institutional investors. A prospectus exemption does not automatically remove licensing obligations.

Our support covers investor eligibility, offering documents, marketing restrictions and resale conditions, helping you plan the fundraising process before approaching investors.