Country _ Name
ICO / token sale
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.


Attitude of the country towards ICOs/token sales

Virtual currencies and ICO’s are regarded cautiously due to recognition of the risks but also the benefits of virtual currencies and the underlying blockchain technology.

In a similar vein to its warnings on crypto currencies, the Irish Central Bank has warned customers of the high risks associated with Initial Coin Offerings in its ‘Alert on Initial Coin Offerings Information Notice’ from December 2017. The Central Bank noted that Investors should be aware of the following issues with ICO campaigns:

  • unregulated activity, vulnerable to fraud or illicit activities.
  • high risk of losing all invested capital.
  • lack of exit options;
  • extreme price volatility;
  • inadequate information; and
  • flaws in the technology.

Legal affairs

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

Previously, there was no specific regulation on ICOs and the issuance of token/coins in Ireland. Existing legislation would cover an ICO: If the token issued was deemed a “transferable security”, then MiFID or the Prospectus Directive could apply.

However, under the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2021 we do have clearer guidance and regulatory requirements for issuers that fall under the category of a Virtual asset service providers (“VASPs”). If token/coins are classified as Virtual Assets (“a digital representation of value that can be digitally traded or transferred and can be used for payment or investment purposes”) then the issuance, distribution and or transfer of said token/coins will be caught under the list of activities carried out by a VASP, specifically the “transfer of virtual assets” and “participation in, and provision of, financial services related to an issuer’s offer or sale of a virtual asset or both.

Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins


Obligations and requirements to issue token/coins

Once categorised as a VASP, coin/token issuers will be subject to registration requirements with the Central Bank of Ireland. 

If the issuance of token/coins issued is deemed a “financial instrument” or “transferable security”, then they may require authorisation as a trading platform.

If the issuer is trading in token/coins and they accept and hold funds on behalf of investors, they may also be caught by legislation which requires a Banking Licence.

Banking licenses can cost circa €25,000 and the application process can last from 1-2 years.

Classification of token/coins in the jurisdiction

There is no clear guidance as to the status of to



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