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The Principality has adopted a legislative framework for tokens offerings !

06/08/2020

On 23rd June 2020, the Monegasque legislator adopted Law n°1.491 relating to token offerings[1]. 

This law is part of the Extended Monaco programme, which aims at making the Principality an innovative player in the digital world. It is the concrete expression of an effort already initiated by Law n° 1.482 for a Digital Principality of 19 December 2019, which introduced the notion of token into Monegasque law[2].

The purpose of Law n° 1.491 on token offerings is to provide a framework for fundraising through the issue of tokens. Practically speaking, a company issues "tokens", on a dedicated platform. If the initial fundraising amount is reached, investors will receive their tokens in exchange for the funds. In the event of failure, the funds raised, which until then had been placed in escrow, will be refunded.

Fundraising can be done in two ways :

  • Initial Coin Offerings (ICOs) involve “utility tokens” that confer a right of use (use of technology, access to products and services offered by the issuer of the tokens) on their holder in return for their investment. They are private or public and reserved for legal entities registered in the Principality. 
  • Security Token Offerings (STOs) only involve “security tokens” granting political or financial rights, which can therefore be assimilated to financial instruments. The offering of tokens can then only be made by a Monegasque joint-stock company to a private circle. 

In both cases, the token offering is subject to prior administrative authorisation issued by the Ministry of State. The Law also requires the use of a digital platform authorized by the Minister of State.

It is now up to the Monegasque Government to determine, by means of sovereign ordinances, the conditions for obtaining the above-mentioned authorizations, the characteristics of a private or public offering, and the rules applicable to the escrow account used to collect the funds.

[1] Law n°1.491 is the result of the bill n°1009 relating to token offerings, presented to the National Council on March 20, 2020.

[2] Article 1st, definition of the term "Token": "an intangible asset representing in digital format one or more rights, goods or services, which may be issued, registered,  preserved or transferred by means of a digital recording device on a shared register and which, at the time of its issue or subscription, assumes the legal nature of the said right, good or service"

Authors

The picture of Stephan Pastor
Stephan Pastor
Avocat Associé | Partner
Monaco
The picture of Daniel Goldenbaum
Daniel Goldenbaum
Middle Associate
Monaco