Name
Global FinTech Guide
Country _ Name
Russia
SectionTitle
ICO/token sale
Body
Companies and projects have increasingly relied on the sale of digital assets, or tokens, as a means of fundraising. These tokens generally do not grant the holders an ownership interest in the issuing company or project, but may provide governance rights, access rights or other utility. This has been conducted through public sales known as initial coin offerings (ICOs), proliferation through token generation events (TGEs) or private sales, among other mechanisms.  While showing characteristics of traditional methods of fundraising, there are a range of unanswered questions related to the legal classifications of such products. As ICOs and TGEs will usually be distributed online and internationally, there is usually no single legal framework applying to such transaction, and the legal framework of each market in which the tokens may be offered or sold needs to be considered.

Introduction

Attitude of the country towards ICOs/token sales

The regulatory framework for digital currency, tokens, and other digital financial assets is outlined in Federal Law No. 259-FZ of July 31, 2020, "On Digital Financial Assets, Digital Currency, and Amendments to Certain Legislative Acts of the Russian Federation" (the DFA Law), which began to apply on January 10, 2021. The DFA Law comprehensively regulates the issuance and circulation of digital financial assets, as well as the provision of services related to digital financial assets in Russia. Legislative regulation in this area continues to evolve and improve.


Legal affairs

Presence of any explicit regulation on ICOs and the issuance of token/coins

The issuance and circulation of digital financial assets (tokens) are regulated by the DFA Law as well as by regulations set forth by the regulator (the Bank of Russia). Additionally, the issuance and exchange of digital financial assets are partially regulated directly by legal entities providing services related to the issuance and exchange of these assets (operators of information systems where the issuance of digital financial assets takes place, and operators of digital financial asset exchanges). The rules of the information system and the rules of exchange of digital financial assets are approved by the respective operators in coordination with the Bank of Russia (Article 7 of the DFA Law).

In addition, in accordance with paragraph 4 of Art. 14 of the DFA Law, the organization of issue and (or) release, organization of circulation of digital currency (coins) in the Russian Federation is regulated in accordance with federal laws, however, such laws have not yet been adopted (Letter of the Ministry of Finance of Russia No. 05-06 -11/105854 dated December 2, 2020). Currently, active development of legislative norms is underway, aimed at non-legal regulation of the circulation of digital currency in the Russian Federation.

Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins
The general rule is that it is prohibited to accept digital financial assets as a means of payment or other consideration for goods, services or any other way that implies payment with digital financial assets (with the exception of the receipt of digital currency as a result of the issuance of digital currency and (or) the receipt by a person mining digital currency (including a participant in a mining pool), a person organizing the activities of a mining pool, of a reward in digital currency for confirming entries in the information system (including as a result of the distribution of digital currency among participants in a mining pool). The authority to establish individual restrictions on the circulation of digital currency belongs to the Ministry of Finance of the Russian Federation and the Government of the Russian Federation. In particular, the Ministry of Finance of the Russian Federation has the right to establish a ban and (or) restrictions on transactions with digital currency. Whereas the Government of the Russian Federation has the right to establish a ban on the mining of digital currency (including participation in a mining pool) in individual subjects of the Russian Federation or in their individual territories.

However, digital financial assets can be used as consideration in foreign trade contracts concluded between residents and non-residents, which involve the transfer of goods, performance of work, provision of services, transfer of information and intellectual property rights (paragraphs 10-11 of Article 4 of the DFA Law).

Furthermore, some digital financial assets can only be acquired by qualified investors or individuals who are not qualified investors, but within the limits set by the regulator (Bank of Russia Ordinance No. 5635-U dated November 25, 2020).
Additionally, in the Russian Federation, it is prohibited to disseminate information about offering and / or accepting digital currency as consideration for goods, services, or any other way that implies payment with digital currency, and it is also prohibited to offer digital currency, as well as goods (works, services) to an unlimited number of persons for the purpose of organizing the circulation and (or) circulation of digital currency. (par. 7, 8 of Article 14 of the DFA Law).

Obligations and requirements to issue token/coins

ICO (Initial Coin Offering), which involves issuing and selling digital tokens to investors for fiat currency (Overview of cryptocurrencies, ICO (Initial Coin Offering), and approaches to their regulation, prepared by the Bank of Russia in December 2017), does not require a license according to the Russian legislation.

At the same time, legal entities providing services related to the issuance and exchange of digital financial assets (operators of information systems where the issuance of digital financial assets takes place, operators of exchange of digital financial assets), as well as legal entities whose personal law is Russian law, and individuals registered as individual entrepreneurs who mine digital currency (in the Russian Federation this is recognized as issuing digital currency) or operate mining infrastructure are allowed to conduct their activities only if they meet specific requirements defined by the DFA Law and the Bank of Russia, and if these entities are included in special registers maintained by the Bank of Russia. These entities do not need to obtain a special license.

As of June 2025, there are 15 operators included in the register of information systems operators where the issuance of digital financial assets takes place. Additionally, as of  June 2025, there are 2 operators included in the register of operators of exchange of digital assets.

Classification of token/coins in the jurisdiction

The Russian legislation regulates the circulation of the following types of digital assets:

  • Digital financial assets (tokens) are digital rights, including monetary claims, the ability to exercise rights under issued securities, rights to participate in the capital of a non-public joint stock company, the right to demand the transfer of issued securities, which are provided for by the decision on the issue of digital financial assets in the manner, established by the DFA Law, the issuance, recording and circulation of which is possible only by making (changing) entries in an information system based on a distributed ledger, as well as in other information systems (par. 2 of Article 1 of the DFA Law).
  • Utilitarian digital rights are digital rights that can be acquired and alienated in a special investment platform and represent claims. The circulation of utilitarian digital rights is regulated by the Federal Law No. 259-FZ dated August 2, 2019 “On Attraction of Investments with the Use of Investment Platforms and on Amending Certain Legislative Acts of the Russian Federation” (the so-called "Crowdfunding Law").
  • Digital currency (coins) is a set of electronic data (digital code or designation) contained in an information system that is offered and (or) can be accepted as a means of payment that is not a monetary unit of the Russian Federation, a monetary unit of a foreign state and ( or) an international monetary or unit of account, and (or) as an investment and in respect of which there is no person obligated to each owner of such electronic data, with the exception of the operator and (or) nodes of the information system, who are obliged only to ensure compliance with the procedure for issuing such electronic data and carrying out actions in relation to them to make (change) entries in such an information system according to its rules (par. 3 of Article 1 of the DFA Law).
Russian legislation does not regulate the circulation of non-fungible tokens (NFTs), that is, digital assets with a unique identification code recorded in a distributed ledger.

Presence of a duty to publish a prospectus bevor offering token/coins to investors

The procedure for issuing Digital Financial Assets (DFA) is similar to the procedure for issuing securities.

The issuance of digital financial assets is based on a decision to issue digital financial assets, which includes information about the issuer, the operator of the information system where the issuance of digital financial assets takes place, the nature and volume of rights conferred by the issued digital financial assets, their quantity, purchase price, etc. (par. 1 of Article 3 of the DFA Law).

If the decision is addressed to an indefinite number of persons, then this decision shall be posted on the Internet on the website of the entity issuing the digital financial assets and on the website of the operator of the information system where the issuance of digital financial assets takes place (par. 6 of Article 3 of the DFA Law).

Presence of AML/KYC requirements that are needed to be fulfilled regarding (i) the initial issuance of token/coins and (ii) any following transfer of token/coins to third parties

Operations involving digital financial assets and digital currency are subject to mandatory control aimed at countering the legalization of illegal earnings (money laundering) (subpar. 5 of par. 1 of Article 6 of the Federal Law No. 115-FZ dated August 7, 2001, "On Countering the Legalization of Illegal Earnings (Money Laundering) and Financing of Terrorism").
Additionally, operators of information systems where the issuance of digital financial assets takes place as well as operators of exchange of digital financial assets shall establish internal control rules to counter the legalization of illegal earnings (money laundering) (par. 1.4.10, 2.4.10 of the Regulation of the Bank of Russia No. 746-P dated December 16, 2020).

Additional comments regarding (i) the legal situation for ICOs/token/coins and (ii) any following transfer of token/coins to third parties

N/A


Economic conditions

Market size for ICOs/token sales and existence of any previous regulated ICO/token sales in the jurisdiction

Currently, the volume of the digital financial assets market in Russia is in the formative stage.
By the end of 2024, the volume of issues exceeded 150 billion rubles. By the beginning of 2025, the total volume of registered issues of digital financial assets amounted to 293.5 billion rubles.

There are forecasts suggesting that by 2026, the digital financial assets market could reach a volume of up to 500 billion rubles (over 650 million US dollars).

Additional comments regarding the economic situation for ICOs/token sales or what companies must be aware of in this business area

N/A

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