ICO & STO Legal Structuring

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A token offering represents a revolutionary shift in capital formation, granting innovative projects unprecedented access to a global funding pool. However, this power is matched by immense regulatory complexity. A token launch is not merely a technological event; it is a financial issuance subject to rigorous legal scrutiny under Georgian law. Whether structured as an Initial Coin Offering (ICO), a Security Token Offering (STO), or an Initial Exchange Offering (IEO), the core legal challenge remains constant: navigating the intricate intersection of corporate finance, securities law, and technology. Legal Sandbox Georgia provides the critical legal architecture to ensure your capital raise is not only successful but also legally fortified against future regulatory challenges and liability.

Our process begins with the single most important legal analysis: the classification of your token. This determination dictates the entire legal and regulatory pathway for your offering. We conduct a forensic analysis of the token's features, its economic reality, and the rights it confers upon holders to determine if it qualifies as a "virtual asset" under VASP regulations or falls under the stringent definition of a "security" as per the Georgian Law on Securities Market. An STO requires full compliance with securities regulations, similar to a traditional IPO, while a utility token ICO follows a different, yet still demanding, compliance route. We provide a definitive legal opinion that forms the unshakable foundation of your offering strategy.

Following the token classification, our team meticulously crafts the complete suite of legal documentation required for a defensible and transparent offering. The cornerstone of this is the official offering document, be it a Whitepaper or a Prospectus. We approach this not as a marketing brochure, but as a legal disclosure instrument, ensuring it accurately describes the project, outlines the tokenomics, and, crucially, contains comprehensive risk factors to protect the issuing company and its founders from claims of misrepresentation. We then draft the core transactional agreements, such as the Token Purchase Agreement or a Simple Agreement for Future Tokens (SAFT), which legally govern the relationship between your entity and its investors, providing clarity and protection for all parties.

Finally, we manage the crucial interface with the regulatory authorities in Georgia. We guide you through the necessary notification or registration processes with the National Bank of Georgia (NBG), ensuring your offering structure and documentation are presented in a manner designed for regulatory acceptance. A key part of this is the robust integration of Anti-Money Laundering (AML/CFT) and Know-Your-Customer (KYC) procedures into the offering process, demonstrating an unwavering commitment to financial integrity. Our guidance transforms your token offering from a high-risk venture into a well-orchestrated, compliant financial transaction that attracts serious investors and builds lasting credibility in the marketplace.

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