Token Offering and Tokenization Attorneys
Counsel for token sales, security token offerings, and the tokenization of funds and real-world assets.
A token offering is the sale or issuance of a blockchain-based digital asset to investors or users, whether structured as an ICO, IDO, IEO, or security token offering. Tokenization is the related practice of representing an existing asset, such as a fund interest, a security, or real estate, as a transferable token on a blockchain.
Industria Business Lawyers LLP has advised token issuers since 2018. The firm structures offerings under the exemptions that fit the raise, drafts the offering and token documents, and handles the securities analysis that determines what a token legally is. Related: Regulation D Offerings and Securities Compliance.
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Token Offering and Tokenization Services
Most engagements fall into six areas, from the first structuring decision to the compliance that continues after a sale closes.
Token Offering Structures
ICOs, IDOs, IEOs, and STOs differ in how the token is sold and who can buy it, not in whether securities law applies. The structure follows from the token’s function, the investor base, and the venue, and the legal work is matching those to a compliant path.
Securities Classification
Whether a token is a security is analyzed under the investment contract test of SEC v. W. J. Howey Co., 328 U.S. 293 (1946), which the SEC applies to digital assets through its published framework for the investment contract analysis of digital assets. The classification decision drives everything else about the offering, and it is the analysis to get right first.
Reg D and Reg S Token Sales
Most U.S. token raises proceed as private placements under Regulation D, often paired with a Regulation S tranche for non-U.S. investors. IBL structures both, drafts the offering documents, and handles Form D and state notice filings. See Regulation D Offerings.
Reg A+ and Reg CF Offerings
Regulation A+ and Regulation CF allow token offerings to reach non-accredited investors within defined offering caps and disclosure requirements. They suit projects that want a broad holder base and can support the compliance burden. See Regulation A+ and Regulation CF.
Asset Tokenization
Tokenizing a real-world asset such as real estate, a revenue stream, or a fund interest does not change what the underlying interest is. The token typically represents a security, and the offering must be structured accordingly. IBL advises sponsors on tokenized raise structures, transfer restrictions, and the platforms that host them.
Tokenized Funds and Securities
Tokenized fund interests pair fund formation with token mechanics: eligibility gating, transfer controls, and records that satisfy both securities law and the cap table. IBL handles the fund and the token together. See Fund Formation.
When IBL Is Engaged
Token engagements usually begin at one of these points.
At the whiteboard. Before a token is designed, when classification and exemption strategy can still shape the token itself.
Before the raise. To structure the offering, draft the PPM or offering memorandum, and prepare SAFTs, token purchase agreements, or subscription documents.
At tokenization. When an existing asset or fund is being brought on-chain and the securities treatment of the token must be settled.
After the sale. Form D and blue sky filings, ongoing exemption conditions, secondary transfer questions, and exchange or platform listings.
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From the very beginning, their team demonstrated exceptional expertise and a deep understanding of the complex legal landscape surrounding our Fund.
The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism.
They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind knowing that everything was handled properly. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities. Their strategic approach was instrumental in setting up a robust fund structure that aligns with my goals.
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Jeff from Solar Carbon Credit Fund
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What IBL Does
Exemption Strategy +
The raise mapped against Regulation D, Regulation S, Regulation A+, and Regulation CF, with the path chosen to fit the token and the investor base
Offering Documents +
The PPM or offering memorandum, risk factors, and disclosure drafted for the specific token and structure
SAFTs and Token Agreements +
SAFTs, token purchase agreements, warrants, and subscription documents prepared and negotiated
Securities Classification +
The Howey analysis documented, with the token’s characterization supported before the sale rather than argued after it
Tokenization Structuring +
Real-world assets, funds, and securities structured for on-chain issuance with transfer restrictions that hold
Form D and Notice Filings +
The federal Form D filing and state notice filings handled on the exemption’s timeline
Post-Sale Compliance +
Exemption conditions, integration questions, and secondary transfer issues managed after closing
FAQ
01 • Securities Is my token a security?
It depends on how it is sold and what buyers expect from it. The test comes from SEC v. W. J. Howey Co., 328 U.S. 293 (1946): an investment of money in a common enterprise with an expectation of profits from the efforts of others. The SEC applies that test to digital assets, and most tokens sold to raise capital meet it. The analysis should be documented before the offering, not after.
02 • Securities Can a token be sold under Regulation D?
Yes. A token that is or may be a security can be offered privately to accredited investors under Rule 506(b) or 506(c), typically using a SAFT or token purchase agreement, with a Form D filing after first sale. A Regulation S tranche often runs alongside it for non-U.S. purchasers.
03 • Securities What is asset tokenization?
Asset tokenization is representing ownership of an asset, such as a fund interest, a security, or real estate, as a blockchain token. The token inherits the legal character of the underlying asset, so a tokenized security remains a security and is offered under the same rules.
04 • Securities Do I need a lawyer for a token offering?
Token offerings sit at the intersection of securities, commodities, and money transmission law, and the consequences of misclassification arrive after the money has been raised. Counsel belongs at the design stage, when the structure can still be corrected inexpensively.
05 • Securities What does it cost to structure a token offering?
Scope depends on the token, the exemption, and the investor base. IBL offers structured engagement packages for offering documents and related filings. Contact us to discuss which fits your raise.
Talk to a Token Offering Attorney
Tell us about the token and the raise, or call (202) 860-1210 to speak with IBL’s securities counsel.
This page provides general legal information about token offerings and asset tokenization and does not constitute legal advice or create an attorney-client relationship. Securities laws and regulatory positions change. Information is current as of August 2026. Prior results do not guarantee a similar outcome.