What this is
A reasoned written opinion on what a token is: a payment token, a security, a utility token, an NFT, or something that changes character depending on how it is sold.
Why it is worth having in writing
Because three different parties will ask, at three different moments, and each will want the reasoning rather than the conclusion. A regulator assessing an application. A bank assessing the account. An acquirer or investor in diligence.
An opinion produced under time pressure during diligence is worth less than one produced before the token was designed.
How we approach it
By applying each relevant test — VARA, the CMA, the FSRA, the DFSA, the Central Bank — to the actual mechanics: what the holder gets, what the issuer promises, what the secondary market looks like, how it is marketed. The mechanics decide it. The whitepaper's vocabulary does not.
When the answer is unwelcome
Sometimes the answer is that the instrument is a security. We say so early, while the structure can still be changed cheaply, and set out what would need to change for a different answer.
Régulateurs
Questions fréquentes
Can an opinion make our token not a security?
No. An opinion records a reasoned analysis of what the token is. If the mechanics make it a security, the opinion says so — and that is precisely what makes it worth having.
Sources
- Scope of work described here reflects our practice, not a regulatory requirement — Regulatory statements on these pages carry the same review status as elsewhere on the site