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Token Sale Agreement
I need a token sale agreement for a blockchain startup launching an initial coin offering (ICO), ensuring compliance with Hong Kong regulations, detailing the rights and obligations of token purchasers, and including provisions for refund policies and token distribution schedules.
What is a Token Sale Agreement?
A Token Sale Agreement outlines the terms and conditions when buying digital tokens or cryptocurrencies during an initial coin offering (ICO) in Hong Kong. It's the key legal contract between token issuers and investors, spelling out crucial details like token pricing, purchase limits, and delivery methods.
Under Hong Kong's Securities and Futures Commission guidelines, these agreements must clearly state the rights attached to tokens, detail any investment risks, and follow anti-money laundering rules. They protect both parties by establishing clear obligations, usage restrictions, and what happens if things go wrong during the token sale process.
When should you use a Token Sale Agreement?
Use a Token Sale Agreement when launching a cryptocurrency or digital token offering in Hong Kong's market. This legal foundation becomes essential once you've decided to raise capital through token sales, especially before accepting any investor funds or making public announcements about your ICO.
The agreement proves particularly valuable during regulatory reviews by Hong Kong's SFC, when establishing clear terms with early investors, or if disputes arise about token delivery and rights. It's a must-have safeguard for both tech startups and established companies moving into the digital asset space, helping prevent misunderstandings and legal complications down the road.
What are the different types of Token Sale Agreement?
- Standard Token Sales: Basic agreements for straightforward token offerings, covering purchase terms, delivery, and investor rights
- Security Token Agreements: Enhanced versions meeting SFC's securities regulations, with detailed investor qualification and transfer restrictions
- Utility Token Agreements: Focus on platform access rights and token functionality rather than investment returns
- SAFT-Based Agreements: Future token rights agreements popular with Hong Kong startups, promising tokens upon project completion
- Hybrid Agreements: Combining elements of utility and security tokens, often used for complex blockchain projects with multiple token features
Who should typically use a Token Sale Agreement?
- Token Issuers: Companies or startups creating and selling digital tokens, responsible for drafting and executing the agreement terms
- Legal Counsel: Hong Kong-licensed lawyers who review and customize Token Sale Agreements to ensure SFC compliance
- Investors: Individual or institutional buyers purchasing tokens through the agreement, including professional and retail investors
- Compliance Officers: Internal team members ensuring the agreement meets anti-money laundering and securities regulations
- Financial Regulators: SFC officials who oversee token sales and may review agreements for regulatory compliance
How do you write a Token Sale Agreement?
- Token Details: Document your token's technical specifications, supply, and intended functionality
- Investor Categories: Define eligible investor types and their respective purchase limits under SFC guidelines
- Sale Structure: Outline pricing tiers, vesting schedules, and token distribution timeline
- Risk Disclosures: List potential investment risks, market volatility, and regulatory uncertainties
- Compliance Check: Verify alignment with Hong Kong's securities laws and anti-money laundering requirements
- Platform Support: Use our platform to generate a legally sound Token Sale Agreement that includes all mandatory elements
What should be included in a Token Sale Agreement?
- Token Description: Detailed specifications of the digital asset, including technical features and utility
- Purchase Terms: Price, payment methods, minimum/maximum purchase amounts, and sale period
- Distribution Rules: Token delivery timeline, vesting schedules, and transfer restrictions
- Risk Disclosures: Comprehensive list of investment risks and regulatory uncertainties
- KYC Requirements: Identity verification procedures aligned with Hong Kong regulations
- Governing Law: Clear statement of Hong Kong jurisdiction and dispute resolution methods
- Investor Rights: Token holder privileges, voting rights, and redemption procedures
What's the difference between a Token Sale Agreement and a Simple Agreement for Future Tokens?
A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT), though both are used in cryptocurrency transactions. Let's explore their key distinctions to help you choose the right document for your needs.
- Timing of Token Delivery: Token Sale Agreements handle immediate token transfers, while Simple Agreement for Future Tokens promises future delivery once the platform launches
- Development Stage: Token Sales typically occur when the token already exists, while SAFTs are used during pre-development fundraising
- Regulatory Treatment: Token Sales in Hong Kong must comply with immediate securities regulations, whereas SAFTs often fall under future rights agreements with different oversight
- Investment Structure: Token Sales provide direct ownership of tokens, while SAFTs offer a contractual right to receive tokens later
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