Security Token Offering (STO) Service

This is the engagement founders actually buy, and it has six parts:

1. First, a classification opinion on whether the planned token is a security in each target jurisdiction, so the offering never rests on hope.
2. Second, the exemption or registration path: private placement, public offer with prospectus, or a cross-border combination, chosen against offering size and investor base.
3. Third, the document set: offering memorandum or prospectus, subscription materials, and corporate resolutions that match the token terms exactly.
4. Fourth, smart-contract audit coordination: an independent review confirming the code enforces transfer restrictions, lock-ups, and payouts without exploitable flaws, completed before marketing starts.
5. Fifth, a marketing and distribution review, because general solicitation rules, jurisdictional advertising limits, and accredited-investor verification constrain every campaign.
6. Sixth, the secondary-trading and ongoing-compliance setup: a licensed venue for resale, plus the reporting and compliance program that runs after closing.

Securities classification is the first track. In the United States the Howey test asks whether there is an investment of money in a common enterprise with profits expected from the efforts of others, and the SEC’s framework for digital-asset investment contracts applies that test to token sales. Most security token offerings are structured to meet it deliberately. Elsewhere the test differs in wording but not in logic: a token that works like a share, bond, or investment contract draws securities law whatever the wrapper. Switzerland’s FINMA set the early template by classifying tokens on economic function rather than technical form.

Anti-money-laundering is the second track and is never secondary. Every investor is identified and screened before receiving tokens, transaction monitoring runs for the life of the offering, and the FATF virtual-asset guidance sets the international baseline, including travel-rule duties on transfers between providers. Exemption routes that limit sales to accredited or qualified investors need verification records kept in the compliance file.

Disclosure is the third track. Offerings above private-placement thresholds typically need a prospectus or equivalent document covering the issuer’s finances, the token’s rights, and blockchain-specific risks. Smaller public offers below defined volume thresholds can proceed without a full prospectus in some jurisdictions, which is why offering size and jurisdiction get decided together. Enforcement for skipping any track includes disgorgement, civil penalties, frozen funds, rescission rights for early buyers, and in some cases criminal referral.

A company can tokenize its own equity by issuing shares in tokenized form or by placing shares in a vehicle whose interests the tokens represent. The legal requirements follow the jurisdiction of incorporation and the investor base: in the United States that usually means a private-placement exemption with accredited-investor verification, a transfer agent for the register, and a licensed venue for any secondary trading.

Cap-table hygiene decides whether the round helps or hurts the next priced round, so the token terms, the shareholder register, and the resale restrictions get designed together, not after the raise. The equity-specific layer, including dividends, voting, and US-persons questions, is mapped in the tokenized-stocks coverage alongside the tokenized securities guide.

Run the steps in this order. Define the tokenized right and get an independent valuation, with securities counsel in the room so the asset structure survives the exemption choice. Select the jurisdiction and the exemption or registration path, and secure any issuance, custody, or venue authorization the route needs. Complete the smart-contract audit before a single marketing asset goes out, since promoting a token that still needs technical changes risks both rework and liability. Market strictly inside the exemption: no general solicitation where it is barred, no unapproved jurisdictions, no unverified investors.

List for secondary trading only on a venue that enforces the offering’s transfer restrictions.

Jurisdiction shapes investor eligibility, timelines, disclosure load, and where secondary trading can happen. The analysis pairs the issuer’s home law with each target market’s exemption, rather than shopping for the lightest regime in isolation. Token-issuance routes and venue options are compared under token issuance and the investment license practice, and the RWA tokenization overview covers asset-side structures.

For founders weighing a utility launch instead, the ICO legal guide sets out when that path still works.