Initial Coin Offerings (ICOs) have proved to be a successful and innovative way of raising funds. In 2018, Malta became the first jurisdiction to enact laws regulating ICOs and crypto activity, earning the title of Blockchain Island. Factors to take into account when selecting a jurisdiction to launch an ICO include regulation, reputation, language and workforce talent. Malta offers a variety of incentives to encourage blockchain companies to set up on the island.
The multi-disciplinary team at E&S Group have a vast experience in advising clients in all matters related to ICOs and ancillary services. Services include:
- Analysing and reviewing the white paper with recommendations from a legal perspective;
- Assisting issuers in carrying out the Financial Instrument test as required by the MFSA;
- Assisting in the token design;
- Drafting private token placement documents and other necessary agreements;
- Drafting public token offering documents and other necessary agreements;
- Assisting with the drafting of T&Cs;
- Providing disclaimers for the ICO website;
- Assisting with Know-Your-Customer (KYC) guidelines and processes.
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About Our ICO Advisory Services
ICO Advisory Information
ICO Advisory Services
Whether you are planning a utility token sale or a fully-fledged regulated sale, legal advice is a must.
E&S is a leading law firm supporting ICOs.
ICO Legal Services
Having a strong legal team is vital for every ICO. There is a general misconception that you only need an ICO Lawyer to review your T&Cs. This could not be further from the truth. The Legal implications of running your ICO is present in all your offering documents and material. This is why having legal support is essential for your ICO.
As a Leading Law Firm, we do not only offer Legal and taxation services. We have grown in the field and can assist with Initial Coin Offering (ICO) in or from Malta as well as a number of ancillary and related services. We are the first corporate and legal firm in the World to tokenize its streams of income and with a wealth of experience from having assisted multiple Clients in relation to their ICOs.
This means that we are able to assist you from concept stage through to your actual offering. Our engagement starts with an introductory call, whereby we understand your requirements and targets. Following our Introductory call, we can proceed to issue a fixed quote for ICO Legal services. Upon acceptance, we come up with a detailed plan for the Legal process together with your team.
One of the most vital issues of every ICO is the token design. Your token’s utility might make it seem like a Utility token, but legally this is not enough. A security token isn’t just a token that gives a return, interest or rights. The way you present your ICO is enough to legally give your token a security nature. This implies that you must pay attention to the way you will draft the documents. It is of utmost importance that you ensure that you do not fall foul of regulations, so that the token would not be considered a security. Clients also ask us how to carry out a legal review of ICO documents. Following this legal review, we would issue a legal opinion.
ICO CORPORATE & ACCOUNTING SERVICES
- Company Formation and maintenance
- Tax and VAT Services
NON-LEGAL ICO SERVICES
- Smart contract creation
- Token issuance (ERC20 compatible to ensure full compatibility with myetherwallet and other popular wallets). This will also ease exchange adoption
- Multi-signature wallet (windows/mac/ubuntu downloadable as well as web-based)
- Exchange listing
When running an ICO, one of the most important member of your team is your ICO Lawyer. This is not your usual lawyer. An ICO lawyer is part of a new breed of lawyers. An ICO Lawyer is someone who is able to be dynamic and proactive. One that knows the business. One that understands the tokenomics of it all.
At E&S group we have always been that breed of Lawyers. Our ICO lawyers are first and foremost Blockchain Business Lawyers. We understand the dynamics behind the client’s business and assist the with setting up the ideal ICO Structure.
Getting us on board from concept stage is vital for the success of an ICO. An ICO Lawyer’s job is not solely the drafting of T&Cs. He would need to analyse the business and offering model. Too often we are approached by Founders whose successful Private placement is when reality dawns on them. They suddenly realise that they are on something and doubt starts creeping in on the legality of their offering. While it is usually not too late, it is naturally not an ideal situation to work in. Any small inaccuracy in your offering documents might expose you to huge risks. This fear of ruining a potentially successful project is why we say you need your lawyer from the beginning.
As your ICO Lawyers, we would be part of the white paper drafting, the marketing plan preparation and community strategy. In addition, we would also assist in the KYC process.
An ICO lawyer is also vital when searching for banking solutions. At E&S we have established several banking relationships who embrace crypto and ICO launching companies. This is because we give them comfort on the conformity of the raise with respective laws.
Launch an ICO in Malta
Lately, with the news of Binance choosing Malta as their jurisdiction of choice, everyone is asking, why Malta? Let us however first look at what you would need to consider when choosing a jurisdiction for your ICO. When looking for the right jurisdiction to Launch your ICO you need to consider several factors. These are not only regulatory, but there are also Reputation, tax, language as well as workforce talent considerations.
MALTA AS YOUR ICO JURISDICTION – REGULATION
Malta is the first country in the world to introduce a clear regulatory framework around ICOs, tokens and cryptocurrencies. This will ensure that as a founder, you will be able to get certainty on the treatment of your token. Malta, as a jurisdiction, does not regulate Utility tokens. A Utility token does not give token holder any rights, nor obligations. So as long as your token is a Utility token, then you are free to run an ICO through Malta.
A security token that is however not a security as per current legislation, will be subject to disclosure requirements. These disclosure requirements are a standard for serious ICOs. After all, you are giving rights, obligations to token holders. This would usually make your token more attractive then other ICOs, leading contributors to actually expect something in return. With this right, you naturally have more obligations. No genuine ICO wants it’s token holders to contribute without clearly knowing what they are contributing to. Choosing Malta as your ICO jurisdiction, will give comfort to your token buyers.
Plans are in place to set up a new regulator to overview such ICOs in Malta. This will ensure the elimination of Fraudulent ICOs. The objectives of such regulator is simply will be to promote Malta as a fair and transparent ICO jurisdiction.
MALTA AS YOUR ICO JURISDICTION – REPUTATION
When selecting your ICO jurisdiction, you should not overlook your reputational risk. It does not say much of your ICO when you decide to launch from some remote offshore Jurisdiction. Malta, is ideal as a jurisdiction, as it is a European Union (EU) country. Also, banks and other institutions refuse to work with ICO companies located in offshore jurisdictions. This means that, even though you could have a very successful ICO, you might not be able to operate efficiently, which is what every ICO Participant would expect from you.
MALTA AS YOUR ICO JURISDICTION – INCENTIVES
Malta offers various incentives to attract Blockchain companies to Malta. These incentives could include:
- Capital contributions: They will match the capital you inject
- Assistance with regards to staff salaries
- Office space
- Tax credits
MALTA AS YOUR ICO JURISDICTION – TAXES
One element that you might overlook when selecting a Jurisdiction over another is the taxation. Taxation plays a big role in your ICO strategic planning. You need not only consider how the effect of taxation on your raise, but also how profits will be taxed. This is where Malta has a competitive advantage over all onshore jurisdictions. Malta’s very favourable tax system implies that you will not incur tax on the money you raise from the ICO. Also Malta’s corporate taxation system could mean that you would end up paying as little as 5% tax.
Another consideration when choosing an ICO jurisdiction is the personal tax. Malta has a very favourable personal tax jurisdiction. New incentives introduced will mean that people in top positions, will pay 15% tax on their income. Malta will not tax any income earned outside of it’s Jurisdiction.
MALTA AS YOUR ICO JURISDICTION – GENERAL PRO CRYPTO / BLOCKCHAIN SENTIMENT
It is not often, that you hear a Country’s leader openly show his support and Admiration for Crypto. Malta’s Prime Minister, Joseph Muscat, has recently been very clear in his said that cryptocurrency will become the “future money”. Prime minister Muscat asked his audience: “Have any of you ever thought about what gives paper money its value when it’s ultimately just pieces of paper? It is because society attributes value to it. Now some people, who in my opinion are geniuses, are arguing that value can similarly be attributed to virtual currencies.”
With such a mentality, it is no wonder that Big Firms, like Binance, are moving their operations to Malta.
Why E&S Group?
We have advised over 70 ICOs, making us one of the most experienced Law Firms offering ICO legal Services in Malta. Our Legal Experts can help you to in achieving your ICO goals.
List of ICO Advisory Services
- Drafting of ICO Private Placement Offering Document
- Drafting of pre-Crowd Token Offer (Pre ICO) and Crowd Token Offer Agreement (ICO)
- Analysis for potential regulatory compliance for the ICO
- Review of application of current investment services regulatory framework to the Token and ICO
- Analysis of possible application of other current legislation applicable to the Token and/or product/s (such as Data Protection, GDPR, consumer protection, FIA, E-Money licence etc)
- Legal opinion (consultation on legal aspects by lawyers experienced in supporting ICOs)
- ICO KYC Legal Advice and solutions
- Review and recommendations (token legal concept, White Paper, etc)
- White paper Legal analysis and Company website review with recommendations
- Legal review of your ICO’s marketing Material