---
title: "Token Offering Compliance"
url: "https://legal.ge/en/service/technology-and-digital-law-en/token-offering-compliance-en"
field: "Technology & Digital Law"
description: "Token offerings: security qualification, the emission prospectus and National Bank rules under Georgian law. Legal.ge."
reviewed: "2026-06-27"
updated: "2026-11-05"
publisher: "legal.ge"
---

# Token Offering Compliance

> Source: legal.ge, https://legal.ge/en/service/technology-and-digital-law-en/token-offering-compliance-en

## Token offering and securities law

The issuance of digital tokens in Georgia is not regulated by a separate special statute. This does not mean the absence of regulation: if the token to be issued bears the features of a security, the Georgian Law on the Securities Market applies to it in full. Article 2 of that law defines a security and a material fact and event — a fact or event which, within the bounds of good faith, an investor or potential investor considers significant when taking decisions connected with the purchase and sale of securities. The qualification of a token is precisely an analysis built on these definitions: if the token expresses an investment interest and its holder provides funds in the hope of profit, the securities regime extends to it.

Accordingly, the first question of token offering compliance is not "how do we issue" but "what is our token". The result of the qualification determines the entire further path — from the prospectus requirements to the offering procedure.

The full text is available on legal.ge after signing in: https://legal.ge/en/service/technology-and-digital-law-en/token-offering-compliance-en

### Is there a special statute on tokens?

No. If the token bears the features of a security, the securities market law applies in full — with prospectus requirements and National Bank supervision.

### What must the prospectus contain?

Information about the issuer, the governance structure, a description of the last 2 years of activity and risks, auditor-confirmed financial statements and the details of the securities to be issued.

### May advertising precede approval?

No. Before the prospectus is approved, its distribution and any offer to sell or consent to purchase are prohibited.

### What happens when the prospectus is amended?

Subscribers may renounce the securities purchased, and the issuer refunds the price within 10 days of the renunciation. Those who do not renounce are subject to the new terms.