How to do a Token Sale in Singapore

Ressos is an international law firm in Singapore with extensive experience in blockchain/cryptocurrency, tokenisation and Token Generation Events (TGE)/Initial Coin Offerings (ICO). Our extensive deal experience covers the full range of TGE/ICO projects, from straightforward utility tokens to asset-backed and other security tokens.

What is a TGE/ICO?

An innovative fundraising method for companies based on blockchain and cryptocurrency technology. It is a process whereby a company generates and sells its own tokens on a digital blockchain, in exchange for payment in fiat money or digital currencies (e.g. Bitcoin, Ethereum). The funds raised through a TGE/ICO are often applied to a specific project, such as software development, but can also be used for general financing purposes. The lack of equity dilution, as well as other factors, make a TGE/ICO an attractive alternative to venture capital investments.

In exchange for their contribution, investors receive newly-issued tokens which may be linked to dividends, voting rights, software licenses, or other property rights such as the entitlement to benefit from the future performance of the token issuer, or simply the right to use the blockchain ecosystem built by the Issuer. At its core, a digital token is a specialised means of exchange, and often a storage of value.

Services

We have considerable expertise in Singapore token offerings and have worked on a large number of projects, including utility tokens, asset-backed tokens, stablecoins, tokenised investment funds and other types of securities.

In particular, we advise on whether certain token offerings will be viewed as securities by regulators internationally or whether they can be characterised as utility tokens, securities or virtual currency. Where necessary, we assist clients by helping them to achieve compliance with applicable securities law and regulation.

We offer a "one-stop" full service solution for all legal, tax and corporate services aspects of an ICO/STO in Singapore or Hong Kong, as well as offshore jurisdictions. We have notable experience in the structuring and implementation of hybrid structures involving a token issuer in Singapore, and an underlying fund structure in offshore jurisdictions such as the Cayman Islands. Our expertise extends to the use of charitable and non-charitable trusts or other entities for orphaned (foundation-like) structures, as an alternative to the traditional 'company limited by guarantee' setup.

Where required by local regulation or specific client requirements, we work in conjunction with Singapore advocates and solicitors, tax consultants and other services providers. We have strong relationships to specialised consultancies and financial advisors, and are able to facilitate fundraisings and capital introductions.

Fees and cost

Our fee structure is value-based and broken down into stages and milestones, with flat-fee service packages allowing for transparency and budgeting without unwanted surprises. Mixed fee structures comprising advisory fees payable in fiat money, as well as a token allocation and a success fee component are often possible (subject to legal restrictions), depending on team and project.

To discuss your ICO project, please contact us using the contact form on this website. Our client onboarding team will then send you an email with detailed information about the terms of our engagement, fee structure and next steps to discuss your ICO project.

Downloads

How to do an Initial Coin Offering (ICO) in Singapore: Key aspects of the legal and regulatory framework, structuring considerations and documentation requirements

ICO Legal Services
ICO Corporate Services
ICO Compliance

Services facilitated by our firm, where required in cooperation with local counsel, tax consultants and other external services providers, include:

ICO structuring advice depending on nature of project (whether there is a securities element or a more straightforward utility token)
Tax structuring and advising on all tax aspects of an ICO in Singapore or Hong Kong
Legal Opinions to provide the Issuer, its directors and external parties (e.g. banks, token exchanges) with comfort in respect of the legal nature and regulatory status of the digital token to be issued
Reviewing of White Paper, Light Paper or One Pager with regards to specific information to be included in 'forward-looking statements' and provision of disclaimers to be included in the White Paper
Drafting or reviewing of ICO Terms and Conditions for utility tokens
Drafting or reviewing of an Information Memorandum or full Prospectus for security tokens
Drafting or reviewing of Data Privacy Policy
Drafting or reviewing of Pre-Sale Agreement for Token Generation Event (TGE)
Drafting or reviewing of SAFT agreements
Drafting or reviewing of a comprehensive AML Manual for the Issuer
Incorporation of Singapore companies (foundation-type private limited company and/or company limited by guarantee as ICO vehicles)
Establishment of investment funds and collective investment schemes, in particular hybrid structures combining a Singapore token issuer with Cayman Islands limited partnership (LP) or limited liability company (LLC) fund vehicles;
Reviewing of Websites and Marketing Collateral, in particular Social Media Campaign Statements
Professional Director Services for entities incorporated in Singapore, Hong Kong or offshore (nominee director services for ICO Issuers)
Corporate secretarial support for incorporated entities
Bank Account Opening Support for token issuers and operating companies
ICO/OTC token transaction custody services
General Advice

Our affiliated corporate services firm, Ressos Corporate Services, provides a "one stop" solution for the incorporation and ongoing administration (including tax/accounting and compliance) of all legal entities required for a successful ICO in Singapore and Hong Kong, including the issuer and non-profit foundation vehicle, which is usually structured as a company limited by guarantee.

Our lawyers and compliance professionals in Singapore and Hong Kong have extensive experience in "know your customer (KYC) and anti-money laundering (AML) compliance within the financial services industry, as well as regulatory compliance in connection with cryptocurrencies and token sales in Singapore and Hong Kong.

We advise with clarity and confidence on regulations, and on customising your ICO-related KYC/AML procedures and handbooks in order to protect your business and to manage your regulatory and reputational risk. We provide access to API-based investor KYC whitelisting solutions offered by third parties, and are able able to conduct manual client due diligence and enhanced due diligence on prospective investors using the customary tools of the financial services industry (WorldCheck etc.).