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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
There are some reservations about ICO/token sales, mainly because they have been misused for various scams in Slovenia in the past. People are certainly more attentive to such offers, but the climate is improving.
Legal affairs
Presence of any explicit regulation on ICOs and the issuance of token/coins
In 2024, MiCA’s rules on issuing asset-referenced tokens (ARTs) and e-money tokens (EMTs) were enforced, and all businesses subject to these rules should now be in full compliance with them. This includes maintaining full liquid asset backing, submitting regular transparency reports, meeting capital requirements, preparing detailed whitepapers, and undergoing mandatory regular audits of reserves. Issuers must maintain sufficient reserves to cover all issued tokens and provide detailed information about token functionality, associated risks, and underlying technology. Slovenian Act on the Implementation of the Regulation (EU) on Markets in Crypto-Assets implemented the MiCA regulation into national law.
Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins
There are no explicit restrictions on ICOs. Nevertheless, a multitude of supervisory and regulatory questions arise when setting up an ICO. Since the applicable regulation as well as financial and investor protection rules depend on the specific design of the coins or tokens issued in the context of an ICO, a company should adapt its business model or the functioning of the coins or tokens to the respective relevant laws.
Obligations and requirements to issue token/coins
In accordance with the MiCA Regulation, a person offering asset-referenced tokens to the public or seeking their admission to trading is required to obtain an authorization from the national competent authority. In the case of providing services for purchase and sale of token/coins, the regulation depends on the specifics of the service offered.
Classification of token/coins in the jurisdiction
In the case of providing services for purchase and sale of token/coins, the classification depends on the specifics of the service offered.
Presence of a duty to publish a prospectus bevor offering token/coins to investors