Launching a Token Offering: Legal, Regulatory and Structural Guide

1. Token Classification Under 2025 Regulations

Before launching any token sale, the issuer must determine the exact legal type of the token. Under EU MiCA and global regulatory frameworks, tokens fall into four main categories:

Utility Tokens (Other Crypto-Assets)
Provide access to a platform, service or product. In the EU, public offering of a utility token typically requires:

• a MiCA-compliant whitepape
• regulator notification
• marketing compliance review

Security Tokens Represent financial rights such as:

• share of profit
• governance rights
• interest or redemption income
• participation in management

These tokens qualify as financial instruments and fall under MiFID II, requiring:

• prospectus obligations
• licensing
• supervision by the national competent authority or central bank

Asset-Referenced Tokens (ART)
Stablecoins backed by multiple assets.
Under MiCA, issuing ARTs requires:

• pre-approval by regulators
• reserve and capital requirements
• ongoing reporting and supervision

E-Money Tokens (EMT)
Stablecoins referencing a single fiat currency.
Issuers must obtain:

• E-Money Institution (EMI) licence
• redemption rights
• strict safeguarding of funds

2. Regulatory Landscape in MiCA Era

The EU’s Markets in Crypto-Assets Regulation (MiCA) is now fully in force and radically reshapes token issuance.
Key obligations include:

• CASP Licensing — any entity providing exchange, transfer, custody, brokerage, advisory or offering services of crypto-assets to EU customers must hold a CASP licence.
• Whitepaper Requirement — mandatory for publicly offered utility tokens.
• Marketing Restrictions — all promotions must be fair, non-misleading and fully compliant with MiCA’s market-abuse rules.
• Travel Rule Compliance — mandatory transmission of sender/receiver information.
• Enhanced AML/KYC Obligations — including ongoing monitoring, risk classification and sanction screening.

For non-EU projects, MiCA applies whenever:

• EU users are targeted
• tokens are listed on EU platforms
• marketing reaches EU audiences

3. Corporate Structure for Token Issuance

The legal structure behind a token project is one of the most important strategic decisions. There is no single universal model — the optimal structure depends entirely on the project’s business model, licensing needs, regulatory exposure and long-term plans. In practice, token projects can be launched through one entity or a combination of multiple entities, depending on the level of regulation required:

• Single-entity structure is used when the project has all necessary licences in one jurisdiction and performs both fundraising and operational activity under the same regulated company.
• Two-entity structure is applied when it is beneficial to separate fundraising from other ussually not regulated operations.
• Hybrid structures are used when the token has multiple functions, different licensing layers or when the project plans to scale into several regions simultaneously.

For each client, we design the structure individually — selecting the jurisdictions, defining the roles of each entity, and ensuring the model is fully compliant, commercially efficient and easy to maintain.

4. Tokenomics, Documentation and Investor Agreements

Institutional investors expect professional documentation.
We assist with:

• SAFT agreements (Simple Agreement for Future Tokens)
• Private sale documentation
• Token allocation & vesting schedules
• Tokenomics design and regulatory review
• Treasury structuring
• Governance frameworks
• Whitepapers compliant with MiCA and financial regulations

We ensure the token model aligns with legal requirements, economic logic and long-term project sustainability.

5. Licensing Solutions for Token Projects

Our firm obtains and maintains licences necessary for Web3 and token-based business models, including:

• CASP licences (EU MiCA)
  For custody, exchange, transfer, advisory and other crypto-asset services.
• VASP / DLT licences (UAE)
  Including VARA (Dubai) and ADGM (Abu Dhabi) regulatory frameworks.
• EMI / PI licences
  For projects issuing EMTs or providing payment services.
• Custodian wallet provider licences
  For secure storage and transfer of digital assets.
• Offshore Web3 licensing
  In BVI, Cayman, Mauritius, Seychelles and Marshall Islands.
• Investment and fund licences
  For tokenised funds, STOs and digital-asset investment managers.

Each licence is selected individually based on jurisdiction, project model, future exchange listing plans and investor requirements.

6. Tax, VAT and International Structuring

Token projects must consider:

• corporate income tax,
• VAT on token sales (critical for EU issuers),
• capital gains and PIT for founders,
• cross-border withholding taxes,
• IP licensing structures,
• transfer-pricing rules for multi-entity setups.

Our tax team designs structures that are fully compliant yet highly efficient.

7. How We Help

We provide full end-to-end support for token projects:

• Token classification and legal assessment
• Jurisdiction selection and corporate structuring
• CASP / VASP / EMI licensing
• Tokenomics design and vesting rules
• SAFT / private sale agreements
• Whitepaper drafting and regulatory review
• AML/KYC systems and policies
• Banking and fiat-on-ramp setup
• Ongoing compliance and reporting
• Tax structuring for token sales
• Support with exchange listings

See also

Company formation

International tax advisory

Licensing