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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
ICOs are not expressly regulated in Mexico. Notwithstanding the above, a general conception is that ICOs are at risk of being categorised as a securities offering and/or a general deposit collection practice, both of which are restricted activities and require authorisation from financial regulators.
In addition to the above, issuance of stable coins is expressly prohibited.
Legal affairs
Presence of any explicit regulation on ICOs and the issuance of token/coins
There is no explicit regulation.
Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins
Distribution and transfer of tokens/coins is not restricted (other than with financial entities). Issuance of tokens/coins, on the other hand, are at risk of being categorised as a securities offering and/or a general deposit collection practice.
In addition to the above, issuance of stable coins is expressly prohibited.
Obligations and requirements to issue token/coins
Issuance of tokens is not specifically regulated but could be categorised as a securities offering and/or a general deposit collection practice, both of which are restricted activities and require authorisation from financial regulators.
Classification of token/coins in the jurisdiction
The Central Bank defines virtual assets as a unit of information that does not represent the holding of any underlying asset at par, and that is univocally recognisable, even fractionally, stored electronically, whose issuance control is defined by predetermined protocols to which third parties can subscribe, and that has rules that prevent replicas of the unit of information or its fractions from being available for transmission more than once at the same time.
Notwithstanding the above, tokens/coins could also be categorised as securities if there is an underlying asset related to such digital asset.
Presence of a duty to publish a prospectus bevor offering token/coins to investors
There is no regulation related to token/coin offerings.
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
Initial issuance is not regulated and thus no AML/KYC requirements are applicable.
As to the transfers commercialisation with tokens is considered a vulnerable activity, thus users who perform this type of activities are obliged to: (i) identify the clients and users with whom they carry out the vulnerable activities subject to supervision and verify their identity based on credentials or official documentation, as well as collect copies of the documentation; (ii) for those cases in which a business relationship is established, the client or user will be asked for informa