After you decide that your product is a good use case for a blockchain and it makes sense to issue your own cryptocurrency it is time to determine the type of your token. The thing is that if your token is considered to be a security, the ICO is a subject for legal regulations (like IPO) in many countries. Therefore, security token issuance may require significant resources allocated to paperwork and lawyers.
Let’s start with simple – utility tokens. Utility tokens play the role of a coupon and give an access to the company’s product or service. A good example to demonstrate how utility tokens work is a subway token.
When you buy a subway token does that mean that you own shares of the subway?
Can you earn significant money buying a bunch of subway tokens and then selling them to somebody else in a few months?
By buying subway tokens you:
In case you issue utility tokens you need to understand that this way you “borrow” some money from the crypto community in order to build something they would want to use. This is a pretty common case for Kickstarter startups, but if you have a blockchain integrated and your own cryptocurrency – utility token ICO seems to be a great idea.
There are many examples of such ICOs, even a farmer from Russia decided to launch their own token in order to collect some funds on modernization offering his farm products in exchange for tokens.
Anyway, you should not forget that you will need to return the investments in some way or another. Include this into your business plan. Utility token sales are not regulated by law.
The distinctive feature of security tokens is that they are considered as tradable assets and can be transformed into capital. If your tokens are securities, the offer and sale of these virtual coins or tokens in an ICO are subject to the securities laws. In the US ICOs are regulated by SEC, in Canada – by CSA.
Now let’s talk a bit more about the difference between security and utility tokens. The thing is that many ICOs try to represent their tokens as utilities to escape such regulators as SEC. Let’s see what is security token from the legal perspective. Currently, this term is defined by the Howey Test which states that a transaction is an investment contract (or security) if:
To put it simply, you cannot treat your token as a utility token if your investors expect to gain profits (trade the token or receive dividends). How many people would like to invest in your projects in exchange for your future services or just donate their money? Here is the biggest confusion: many ICOs declare their tokens as utilities but trade them in public to people who are willing to make money on the tokens.
If you are going to sell your tokens as securities legally, it can be as challenging as running IPO. If you think that your token is utility, be prepared to prove that legally.
There are a few solutions that can save your resources on running your token sale:
There is another workaround to bypass security regulators like SEC: private token sale. Such regulators as SEC are not really concerned about professional investors and venture capitalists, their mission right now is to protect ordinary people from mass fraud.
However, private ICO is risky. Just imagine that a small group of people will be holding a large number of your tokens. That brings additional centralization and dumping risks, so you need to be careful with your private sale smart contracts. Anyway, a private sale can be a good way to raise enough funds to run a public sale.
In our next post, we are going to describe existing token sale models and analyze the difference between them. Bear with us!
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