1. FINDING THE BEST JURISDICTION AND STRUCTURE FOR YOUR ICO
JAMES BROCKHURST, LLM, TEP
SENIOR ASSOCIATE LAWYER
FORSTERS LLP, LONDON

2. What we will cover
Finding the best jurisdiction for the issuing entity
Finding the best structure for your ICO Project.

3. Initial Coin Offerings (‘ICOs’)
Hybrid of crowdfunding vs Initial Public Offering
For some clients – attractive method of fundraising
Tokenholders rights?

4. ICOs: Types of Token Pure cryptocurrency
Utility token (File Coin, Telegram)
Asset-backed token (or ‘Security Token’)

5. Utility Tokens Switzerland First-mover / first to be considered
But is Foundation a suitable vehicle?
Other Swiss structures
Newer Movers
Gibraltar, Malta, Hong Kong and Singapore

6. Security Tokens Singapore Strong reputation for financial markets
Growing reputation for crypto (government initiative / projects (Digix / REAL)
Standard requirements (prospectus, licensed fund manager etc)
Switzerland
Malta
One to monitor (forthcoming regulation on security tokens)
Jersey
Well regulated, but lighter-touch regulatory regime
COBO Order (1958) – piggy back onto older legislation

7. Don’t forget the rest of the world (!)
Accredited investors
Exclude certain jurisdictions
Target markets in crypto friendly jurisdictions?

8. General Considerations for all ICOs
Infrastructure
Privacy
KYC (know your client) / AML (Anti-Money Laundering
Tax

9. ICO – Typical Structure
= shareholding
Hold Co
47Rah9JpO92RoL2fdXyg8nYpWP44UaGKvb
Issuing Company (‘ICO Co’)
Operations Company
(‘OP Co’)
IP Company
(‘IP Co’)

10. ICO Structure with Orphan Entity
= shareholding
Hold Co
47Rah9JpO92RoL2fdXyg8nYpWP44UaGKvb
Orphan entity?
Issuing Company (‘ICO Co’)
Operations Company
(‘OP Co’)
IP Company
(‘IP Co’)

11. Issuing Company (‘ICO Co’)
TRUST OWNERSHIP?
= shareholding
PTC
TRUST
47Rah9JpO92RoL2fdXyg8nYpWP44UaGKvb
Hold Co
Issuing Company (‘ICO Co’)
Operations Company
(‘OP Co’)
IP Company
(‘IP Co’)

12. James Brockhurst TEP
Senior Associate Lawyer D: M: E: