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A Security Token Offering (STO) is a token sale in which the token is classified as a security under applicable law and is therefore subject to the full suite of securities regulations, including prospectus or offering memorandum preparation requirements, investor suitability and accreditation requirements, transfer restrictions on the tokenised securities, and ongoing disclosure obligations equivalent to those applicable to traditional securities issuers. STOs offer issuers access to a regulated capital market and can represent equity stakes, debt instruments, real estate interests, revenue sharing arrangements, or other investment assets in tokenised form on a blockchain.
Neptune Fiduciaries Group advises on the regulatory framework for STOs in key jurisdictions with established tokenised securities legislation, including Liechtenstein (under the Token and Trustworthy Technology Service Provider Act, known as the TVTG or Blockchain Act), Switzerland (under the DLT Act amending the Code of Obligations), Singapore (under MAS guidance), and the Cayman Islands (under the Virtual Asset (Service Providers) Act). We manage the end-to-end STO structuring process including regulatory strategy, offering document preparation, investor accreditation, issuance platform selection, and exchange listing.
Security Token Classification and Regulatory Trigger
We advise on whether your token constitutes a security under applicable law, identify the full regulatory consequences that flow from that classification, and develop a compliant STO structure tailored to your commercial objectives and target investor base.
Prospectus or Offering Memorandum Preparation
STOs require either a full regulated prospectus or a private placement offering memorandum. We coordinate preparation of the offering document, including all required disclosures, financial statements, risk factors, and jurisdiction-specific regulatory compliance sections.
Investor Accreditation and Transfer Restrictions
Security tokens are typically restricted to accredited or professional investors and are subject to transfer restrictions under applicable securities law. We design the accreditation verification process and advise on the technical implementation of transfer restrictions in the token smart contract.
Tokenised Asset Structuring
We advise on the legal structuring of the underlying asset to be tokenised, whether equity, debt, real estate, or revenue rights, ensuring the token accurately represents and is legally enforceable as a claim on the underlying investment asset.
Get in Touch
Contact Neptune Fiduciaries Group via info@neptunecorporate.com or visit our Contact Us page.
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