ICO, STO, IEO and IDO describe how a token is sold, not how the law classifies it. Classification depends on the rights the token gives its holder. A utility token granting access to a service falls under MiCA and needs a white paper. A token carrying a share of profits or voting rights is a transferable security and needs a prospectus for a public offer. Getting this wrong can make the offer invalid and expose the issuer to investor claims.
We begin with a regulatory memorandum that sets out, with reasons, what the token is and which regime applies. For borderline and hybrid tokens we recommend meeting the National Bank of Slovakia before filing. We then prepare the white paper or prospectus, AML and KYC procedures for investors, and the contracts governing the relationship between issuer, buyers and platform. Fees are agreed individually according to the type of offer and the size of the issue.
For a public offer of a token that is not an EMT, an ART or a security, the issuer prepares a white paper under Articles 6 to 11 of Regulation (EU) 2023/1114. The white paper is notified to the National Bank of Slovakia before publication.
If a token carries rights typical of a security, Slovak Act No. 566/2001 Coll. and Regulation (EU) 2017/1129 apply. The prospectus is approved by the National Bank of Slovakia or another competent EU authority with notification to Slovakia.
No prospectus is needed, for example, for offers made only to qualified investors or to no more than 150 persons per member state.
Articles are in Slovak.
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This page is for general information, reflects Slovak law at the time of writing and is not a substitute for advice on your particular matter.
