Without regulations. Or at least without specific regulation. That is the state that STOs and ICOs are currently in in Europe. When a company or an individual plans to develop a tokenization project, it must be analyzed to indicate what existing legislation should be applied to it. This fact places entrepreneurs, investors and those interested in the STO in a weak position. The legal uncertainty generated prevents confidence in the market, liquidity and that all the brilliant projects that are currently underway cannot be developed
The conception of the STO as a regulated element
Due to the ESMA, it is peaceful throughout the European Union that an STO should be considered as a security, this security being an element subject to financial regulation and the financial regulators of each relevant country.
The consequences of this Security consideration for token and ICO are that they will be subject to financial regulations. Therefore, if we wish to issue an STO, it will be necessary for us to publish a prospectus, to have an Investment Services Company for the placement, etc.
The regulation of issuers, and the requirements imposed in the financial regulations, may not be applicable for the STO. For this condition to be met, the issue must have certain characteristics.
These characteristics are indicated to us at the European level by Regulation 2017/1129, and at the Spanish level by the Securities Market Law. In common with both laws, we can highlight the following elements so that the public offer for sale or subscription does not require a brochure:
– Securities offer exclusively aimed at qualified investors.
– Securities offerings addressed to less than 150 persons per Member State (not including qualified investors)
– Offerings of securities whose denomination per unit amounts to at least € 100,000.
– Securities offers aimed at investors who acquire a minimum of 100,000 for each individual offer.
– That the tokenization is less than 8 million Euros throughout the European Union and within a period of 12 months
If the objective is to issue a token or an ICO, it is necessary to have expert advice at the European Union level. Failure to do so runs the risk of being sanctioned by the relevant regulator and destroying confidence in the project and in the issuer.
To offer our clients the greatest security in a changing environment, at Navas & Cusí we have a team and an international network that allow us to operate with solvency and security for the good of our clients.