Offering Legal Documentation

See the validated list of legal documents the issuer must prepare for a Security Token Offering (STO).

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For Registered Offerings

(e.g., Public Offerings under SEC, FCA, BaFin, FINMA, etc.)

Prospectus (Offering Memorandum)

• Required for public offerings. Includes full financial, legal, risk, and project disclosures

• Submitted to the relevant regulator for approval

Board of Directors Resolution

• Official corporate approval of the token issuance

• Confirms purpose, use of company resources, and governance authorization

Amended Articles of Association / Corporate Charter

• Legally enables the company to issue tokenized securities

• May define token holder rights (voting, dividends, governance)

Token Issuance Specification (TIS)

• Defines technical and legal parameters of the token (supply, rights, redemption, etc.)

Terms of Use

• Legal agreement governing user participation, liability limits, and platform terms

Privacy Policy

• Details how investor data is collected, processed, and protected (GDPR/CCPA compliance)

AML/KYC Policy

• Explains investor vetting procedures, recordkeeping, and reporting practices

Risk Disclosure and Liability Statement

• Lists material risks, including investor assumption of risk and limitation of issuer liability

Legal Opinion

• Issued by a licensed law firm confirming token classification and legal compliance

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For Exempt Offerings

(e.g., Regulation D, Regulation S, Small Offers, Qualified Investor Exemptions)

Private Placement Memorandum (PPM)

• Provides disclosures required in lieu of a full prospectus

• Includes company background, risk factors, and use of proceeds

Subscription Agreement

• A Contract confirming the investor’s participation and obligations

• May incorporate or refer to the STPA

Security Token Purchase Agreement (STPA)

• Main investment contract outlining payment, token delivery, rights, restrictions, and disclaimers

Simple Agreement for Future Tokens (SAFT) (if used)

• Used in early rounds where tokens are delivered later upon launch or regulatory clearance

Accredited / Qualified Investor Certification

• Document verifying investor eligibility under the exemption framework

Lock-Up Agreement / Transfer Restriction Notice

• Establishes holding periods or resale limitations (e.g., 12 months under Rule 144)

All General Corporate Documents

• Board Resolution

• Amended Articles of Association (if needed)

• Token Issuance Specification (TIS)

• AML/KYC Policy

• Terms of Use

• Privacy Policy

• Risk Disclosure Statement

• Legal Opinion

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Summary Table – Legal Documents by Offering Type

Document	Registered Offering	Exempt Offering	Required or Optional
Prospectus (Offering Memorandum)	Yes	No	Required for registration
Private Placement Memorandum (PPM)	No	Yes	Required in private sales
Security Token Purchase Agreement	Yes	Yes	Always required
Subscription Agreement	No	Yes	Required in exempt offerings
SAFT (if applicable)	No	Yes	Optional in early rounds
Board Resolution	Yes	Yes	Required
Amended Articles of Association	Yes	Optional	Recommended
Token Issuance Specification (TIS)	Yes	Yes	Required
Terms of Use	Yes	Yes	Required
Privacy Policy	Yes	Yes	Required
AML/KYC Policy	Yes	Yes	Required
Risk Disclosure Statement	Yes	Yes	Required
Legal Opinion	Yes	Yes	Required / Highly recommended
Investor Eligibility Forms	No	Yes	Required for exemptions
Lock-Up / Transfer Restrictions	No	Yes	Required under Reg D, Reg S

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