Tokens offerings - Sovereign Ordinance is published

Published on 25 September 2020, the Sovereign Ordinance n°8.258 of 18 September 2020 implementing Law 1.491 of 23 June 2020 on token offerings completes the legal framework for tokens offerings in the Principality of Monaco

The token offering is a fund raising conducted by a digital device that allows companies to issue tokens in return for funds provided by investors.

Law n°1.491 of 23 June 2020 relating to token offerings had set the general framework for the issue of tokens. The new Sovereign Ordinance intends to specify the characteristics of an offer and the procedures for obtaining the required administrative authorizations.

The Ordinance defines the conditions for the legality of a private offer. The offer must be addressed to persons acting on their own behalf who meet one of the following conditions:

1. it is addressed only to qualified investors ;
2. it is addressed to less than 150 non-qualified investors*;
3. it is addressed to investors who acquire tokens for a total price of at least EUR 100,000 per investor and per separate offer;
4. the nominal value per unit of the tokens amounts to at least EUR 100,000.

Another fundamental point is that the Ordinance details the procedures for obtaining the administrative authorization issued by the Minister of State in the form of a label, which is a prerequisite for the issue of tokens. 

The label will only be issued to token offerings with a unit nominal value of at least 100,000 euros.

Finally, the Ordinance governs the conditions for authorizing the digital platform on which any offer of tokens shall be implemented. In particular (i) the obligation for this platform to use a token issuance protocol enabling the issuer to maintain full control over the tokens issued, and (ii) the requirement of at least two years' experience in the field of token offerings made by a digital recording device on a shared register.

While the sector is still awaiting a ministerial order detailing the technical tools to be made available by the digital platform, the Ordinance n°1.491 constitutes a considerable step towards the token offerings in the Principality of Monaco.

*Qualified investors are listed in Article 2 of Ordinance n°1.491 of 23 June 2020: "The following are considered as qualified investors:

1. entities authorized or regulated to operate on the financial markets;
2. companies meeting at least two of the following criteria: a balance sheet total of EUR 20 million, a turnover of EUR 40 million and shareholders' equity of EUR 2 million;
3. institutional investors;
4. governments, central banks, international institutions;
5. investors other than those mentioned in the preceding paragraph, including natural persons, if their skills, experience and knowledge enable them to assess the merits and risks of financial investments and if they are not seeking a high degree of liquidity from their investments.

A natural person, as referred to in the previous paragraph, must also meet one of the following criteria:

1. the value of his securities portfolio plus bank deposits exceeds 1 million euros;
2. the investor has for at least one year held a professional position in the financial sector which requires knowledge of the transactions or services envisaged".