Global FinTech Guide
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

Philippine regulators are crafting regulations that are intended to cover the issuance and sale of digital assets. This is seen as policymakers trying to catch up with the increasing prevalence of digital assets.

Legal affairs

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

None. The SEC is currently soliciting comments on a draft Rules on Digital Asset Exchange and these rules have not yet taken effect.

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


Obligations and requirements to issue token/coins


Classification of token/coins in the jurisdiction

If the token is used for payment or investment purposes, this may be considered a “virtual asset” and the provider may be regulated under as a virtual asset service provider with the BSP.

The BSP’s current VASP regulations do not cover businesses involved in the participation and provision of financial services related to an issuer’s offer and sale of VA (which fall within the jurisdiction of the SEC) and entities solely acting on their own behalf (i.e. not engaged in the business of actively facilitating VA-related activities for the account of others).

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


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


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

The SEC is currently soliciting comments on a draft Rules on Digital Asset Exchange and these rules have not yet taken effect. Pending issuance of these rules, the issuance and trading of ICOs/token/coins remain to be unregulated.

Economic conditions

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

ICO/token sales are not presently regulated in the Philippines.

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




© 2022, SyCip Salazar Hernandez & Gatmaitan. All rights reserved by SyCip Salazar Hernandez & Gatmaitan as author and the owner of the copyright in this chapter. SyCip Salazar Hernandez & Gatmaitan has granted to Multilaw non-exclusive worldwide license to use and include this chapter in this guide and to sublicense Lexis Nexis, a division of RELX Inc. and its affiliates certain rights to use and distribute this guide.

The information in this guide provides a general overview at the time of publication and is not intended to be a comprehensive review of all legal developments nor should it be taken as opinion or legal advice on the matters covered. It is for general information purposes only and readers should take legal advice from a Multilaw member firm.


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