Tokenization

STO documentation: legal pack for security token offerings.

We prepare an issuance-ready documentation set for security token offerings (STO): token terms, offering documents, investor agreements, corporate approvals, compliance flows, custody/settlement framework and post-issue governance — aligned with your jurisdiction and distribution strategy.

Best for teams planning a compliant STO, investor DD, platform listing or bank/PSP onboarding.

Typical deliverables

Token Terms + investor rights model.
Offering memo / private placement pack.
Subscription / investment agreement.
Corporate approvals and cap table logic.
AML/KYC onboarding and transfer restrictions.

Often paired with AML / KYC and SPV formation.

Scope

What STO documentation typically includes

A security token offering is primarily a regulated investment offering. Documentation must cover: investor rights, disclosures, distribution perimeter, onboarding/eligibility, custody/settlement, governance and evidence for counterparties.

Core

Token Terms & rights

Define what investors get and how those rights are enforced.

Token type and economic rights (debt/equity/revenue share).
Transfer restrictions, whitelisting, lock-ups.
Redemption / buyback and corporate action logic.
Default events, remedies and voting/governance triggers.

Basis for issuance, onboarding and lifecycle management.

Offering

Offering document / PPM

Investor disclosures aligned with legal classification and distribution.

Issuer and business model description.
Risk factors and limitations.
Use of proceeds and token economics summary.
Distribution perimeter and investor eligibility.

Investor-ready narrative with defensible disclosure structure.

Contracts

Subscription / investment agreement

The contractual layer: representations, covenants, mechanics and closing.

Investor representations (status, eligibility, source of funds).
Payment/settlement terms, allocation and acceptance.
Conditions precedent and closing deliverables.
Dispute resolution and governing law.

Transforms the STO into a closable transaction.

Corporate

Issuer governance & approvals

Corporate actions that support issuance and protect enforceability.

Board/shareholder resolutions and approvals matrix.
Cap table and tokenholder register logic (incl. nominee/trustee).
Information rights, reporting schedule and covenants.
Corporate actions (dividends, buybacks, conversions).

Investor confidence comes from clean governance.

Compliance

AML/KYC & distribution controls

Make onboarding and transfers compliant and implementable.

Onboarding policy and procedure (SOP) pack.
Sanctions/PEP screening and evidence standards.
Investor segmentation and marketing guardrails.
Transfer restrictions & ongoing monitoring triggers.

Critical for banks, custodians and platforms.

Ops

Custody, settlement & servicing

Align legal terms with how tokens and cashflows move in reality.

Custody/escrow framework and key role split.
Settlement flows (fiat/crypto), reconciliations.
Reporting, audits and disclosure updates.
Post-issue lifecycle: transfers, corporate actions, redemptions.

Reduces operational and counterparties risk.

Approach

How we build an STO documentation pack

We start from your token economics and distribution strategy, then convert it into enforceable documents and controls that work with your platform, custodian, bank/PSP and target investors.

What we clarify first

Token classification and offering format (private/public; exemptions; investor types).
Issuer structure (SPV/holding), governance and ring-fencing.
Target investors and geographic perimeter.
Settlement method (fiat/crypto) and custody/escrow setup.
Transfer restrictions, lock-ups, whitelisting and lifecycle rules.

Most STO issues come from misalignment between “token idea”, legal classification and real distribution constraints.

What you receive

Issuance documents

Token terms, offering memo, subscription agreement and notices.

Governance pack

Approvals, registers, reporting covenants, corporate action rules.

Compliance layer

AML/KYC SOPs, eligibility rules, transfer restrictions and evidence standards.

Operational framework

Custody/escrow, settlement, reconciliation, post-issue lifecycle.

We can also support negotiation with custodians, platforms, banks/PSPs and key counterparties.

Packages

Documentation packages (indicative)

We tailor the pack to your jurisdiction and offering model. Below is a typical baseline for planning and budgeting.

Starter

For early design and investor conversations.

documentation

Token Terms (draft) + rights matrix.
Offering outline + risk factor framework.
High-level distribution perimeter memo.
Document list and closing checklist.

From €4,500

Indicative. Depends on asset/model.

Standard

Most common STO documentation set.

issuance-ready

Token Terms + full Offering Memo / PPM.
Subscription / Investment Agreement.
Corporate approvals and register templates.
AML/KYC onboarding + transfer restriction rules.

From €9,500

Indicative. Scope agreed in writing.

Pro

For regulated/permitted offerings and complex distributions.

full support

Full docs + servicing/custody/escrow contracting.
Negotiation with platforms/custodians/banks.
Investor DD pack and Q&A support.
Post-issue governance and lifecycle support.

From €16,500

Indicative. Depends on jurisdictions.

If you already have documents, we can do a gap analysis first and upgrade your pack to issuance readiness.

FAQ

Common questions

Short answers. Final classification and requirements depend on jurisdiction.

What is the difference between an STO and a token sale?

An STO is an offering of tokens that represent an investment product (security/financial instrument). It typically requires an offering document, investor agreement, eligibility controls and clear investor rights — plus compliance evidence.

Can you prepare documents for private placements only?

Yes. Many STOs are structured as private placements with investor restrictions, representations and distribution perimeter controls. We design the pack around that approach.

Do you help with custody and settlement frameworks?

Yes. We align the legal documents with custody/escrow setup, settlement flows (fiat/crypto), reconciliations and post-issue lifecycle rules.

Do you cover AML/KYC and transfer restrictions?

Yes. STO documentation must include onboarding rules, eligibility checks, sanctions screening expectations and enforceable transfer restrictions (whitelisting/lock-ups).

Need an STO documentation pack?

Share the issuer structure, token economics, target investors, jurisdictions and settlement model. We’ll propose a compliant offering format and the document pack required to go issuance-ready.

Focus: clear investor rights, defensible disclosures, enforceable restrictions and DD-ready evidence.

Good fit for:

Projects raising capital via security tokens.
Issuers preparing a private placement / PPM.
Teams onboarding platforms, custodians and banks.
Founders needing investor-ready rights and disclosures.

We can start with a short call and a document list — and move into drafting immediately.