A token offering represents a paradigm shift in capital formation, enabling innovative projects to access a global pool of funding with unprecedented speed. However, this power is matched by immense regulatory complexity. A token offering is not merely a technological event; it is a financial issuance subject to rigorous legal scrutiny. Whether structured as an Initial Coin Offering (ICO), a Security Token Offering (STO), or an Initial Exchange Offering (IEO), the core legal challenge remains: navigating the intricate intersection of corporate finance, securities law, and technology. Legal Sandbox Georgia provides the fundamental legal architecture to ensure your capital raise is not only successful but also legally fortified against future challenges and liability.
Our work begins with the single most critical legal analysis: the precise classification of your token. This determination dictates the entire regulatory pathway of your offering. We conduct an in-depth analysis of the token’s characteristics, its economic reality, and the rights it confers upon its holder to determine if it qualifies as a “virtual asset” or falls under the stringent definition of a “security” according to the Georgian Law on Securities Market. An STO demands full compliance with securities laws, including the publication of a prospectus and oversight from the National Bank, akin to a traditional public offering. In contrast, a utility token ICO may fall under VASP regulations, which still impose demanding compliance obligations. Our definitive legal opinion forms the bedrock of your entire strategy.
Following this, we meticulously craft the complete suite of legal documentation required for a defensible and transparent offering. The cornerstone is the offering document (Whitepaper or Prospectus). We treat this not as a marketing brochure, but as a legally significant disclosure instrument. We ensure it comprehensively details the project, tokenomics, technology, team, and, crucially, contains exhaustive risk factors to shield the issuing entity and its founders from claims of misrepresentation. We then draft core transactional agreements, such as the Token Purchase Agreement or the Simple Agreement for Future Tokens (SAFT), which govern the legal relationship between you and your investors.
Finally, we manage the critical interface with regulatory authorities. We provide comprehensive guidance through the necessary notification or registration processes with the National Bank of Georgia (NBG). We ensure the robust integration of Anti-Money Laundering (AML/CFT) and Know-Your-Customer (KYC) procedures, demonstrating an unwavering commitment to financial integrity. With our guidance, your token offering transforms from a high-risk venture into a well-orchestrated, compliant financial transaction that attracts serious investors and builds lasting credibility in the marketplace.
