Legal Support for Web3 Fundraising
Legal Classification of Tokens
We assess whether your token falls under a regulated category in the relevant jurisdiction, focusing on definitions established by local legislation and industry guidance. In the European Union, for example, the Markets in Crypto-Assets Regulation (MiCAR) provides distinct treatment for various types of crypto-assets, requiring issuers to meet specific criteria. Our review considers the token’s use case, distribution model, and underlying rights, helping you determine whether additional legal steps apply.
Structuring Offerings and Compliance Path
We identify viable paths for private or public token offerings, ensuring that offering documents, marketing materials, and transaction terms align with applicable rules. Where needed, we draft or refine token sale agreements that define the future allocation or vesting of tokens. Regulatory compliance extends to transparent disclosures, risk statements, and any limitations on resale or transfer.
We advise on whether any cross-border implications arise if tokens are offered internationally. This includes evaluating local requirements on marketing, anti-money laundering, and consumer protection. Each step of the process is tailored to the regulatory environment and investor profile.
Entity Formation and Jurisdiction Strategy
We assist with determining an optimal jurisdiction for the entity conducting the token sale or fundraising. Our services include comparing regulatory regimes, corporate governance mandates, and tax considerations across various crypto-friendly locales. We craft corporate documents and prepare operating agreements or bylaws that account for token-related governance, safeguarding founders from personal liability and ensuring transparency for investors.
Investor Documentation and Whitepaper Review
We prepare investment agreements, subscription documents, and offering memoranda. These materials outline investor rights, token distribution timelines, and disclaimers. We also review or draft whitepapers, ensuring the description of token economics and project milestones complies with antifraud and advertising rules.
Regulatory Filings and Ongoing Compliance
We file necessary notices and assist in communications with regulators. Our firm advises on Know Your Customer (KYC) and Anti-Money Laundering (AML) protocols to align token sales and subsequent trading with relevant laws. We also provide guidance on secondary market restrictions if resale limitations apply to privately placed tokens.
Venture Capital Negotiations and Due Diligence
We represent founders during venture capital financing rounds. Our services include drafting and negotiating term sheets, shareholder agreements, and token warrant agreements. We address VCs’ concerns on token allocation and vesting while verifying the project’s regulatory standing. Due diligence covers corporate structure, intellectual property, compliance processes, and the legal status of your token sale.
Enforcement Risk Management
We evaluate past enforcement actions, such as high-profile cases, to anticipate potential legal challenges. We reduce exposure to penalties or forced discontinuations. Proactive legal advice at the offering stage can avert negative outcomes and preserve business continuity.
Estimated Price Range
Our legal services for Web3 fundraising generally range from USD 15,000 to USD 40,000, depending on factors such as project complexity, jurisdictional considerations, and the extent of required compliance measures. This includes entity formation guidance, token classification analysis, documentation drafting, and ongoing advisory support. We also offer hourly or retainer arrangements for more specialized or limited-scope engagements.
Why Prokopiev Law
We combine deep knowledge of securities regulation with practical experience in Web3. Our firm handles the entire process, from token classification to venture capital negotiations. Comprehensive support at each stage of fundraising ensures compliance, fosters investor confidence, and protects founders against regulatory pitfalls.
Contact us at Prokopiev Law to receive tailored legal solutions for your Web3 fundraising initiatives. We customize strategies that address regulatory requirements, investor concerns, and operational goals in a transparent, compliant manner.