Issuing a token is a capital-formation exercise with a design problem attached. The instrument, the distribution, the promises and the markets all interact, and each one can turn a straightforward launch into a regulated offering — or, handled deliberately, keep it clean.
We work with issuers from the design stage, because the decisions that determine the regulatory outcome are made early: what the token does, how it is distributed, who can buy it and what they are told. Those are structural choices, not legal formalities applied at the end.
The engagement covers classification, the issuance and custody architecture, the distribution route, and the compliance and disclosure regime that lets the token be listed, held and transacted with confidence.
- You are designing a token and need to know what it will be classified as before you commit to the design.
- You are preparing a distribution and need the route and the disclosure settled.
- Raised funds or treasury tokens need a custody and control structure.
- An exchange, custodian or institutional holder is asking for the legal file.
Design determines classification
Rights, governance, redemption and revenue share are design decisions that decide whether the token is a security, a payment instrument or a utility. We make them with the classification in view.
Issuance and custody of proceeds
Where raised funds or treasury tokens sit, who controls them and under what authority, is both the security question and the disclosure one.
Distribution is the compliance event
How the token reaches holders — private, public, airdrop, exchange — is where most obligations attach. It has to be chosen, not stumbled into.
- Token design review and classification across target markets
- Issuance structure, entity and distribution-route options
- Custody and control architecture for proceeds and treasury tokens
- Disclosure, white paper and terms aligned to the instrument
- Compliance framework — AML, onboarding and transfer restrictions
- Listing and custodian readiness support
- 01
Design and classify
Test the intended rights and mechanics against the classification regimes in each target market, and adjust the design while it is still cheap to do so.
- 02
Structure the issuance
Entity, offer mechanics and the distribution route, chosen together because they constrain one another.
- 03
Secure proceeds
Custody, control and authority over raised funds and treasury so the structure can answer the questions a bank or auditor will ask.
- 04
Paper the disclosure
What the token is, what it entitles the holder to and what the risks are, documented to suit the route and the audiences.
- 05
Reach the market
Listing, custodian and counterparty readiness, plus the ongoing disclosure the instrument requires.
Design and classification review
A written classification of your intended token, with design changes named where they reduce exposure.
Issuance programme
Structure, disclosure, custody and compliance delivered through to distribution.
Listing readiness
Preparing the legal file an exchange or custodian requires for an issued token.
- Tokens designed purely as a fundraising instrument with no functional role — that is a securities offering, and we will say so.
- Issuers who intend to distribute publicly while describing the sale as something other than a sale.
By testing what it confers and what is promised, market by market. Governance rights, profit participation, redemption at a value and expectations of appreciation all point toward a security; consumption of a service does not, by itself, settle it. We do this analysis on the design rather than after the raise.
Not always. Issuance itself is often unregulated, while the associated activities — running a market, holding customer assets, providing payment services — frequently are. That distinction means the structure can often be designed so the regulated activities sit with licensed partners.
It follows from where the buyers are and what the token does, not from a preferred jurisdiction. Switzerland, Singapore, the UAE, Estonia and several others offer credible routes for different designs. We choose on the basis of the classification and the target markets.
Ongoing disclosure, governance and reporting continue, and the obligations grow if the token is listed or held by institutions. We set those up as operating processes so the position stays defensible as the token matures.