Post
Topic
Board Serious discussion
Merits 2 from 2 users
Re: Launching ICO based in US. SEC Rules.
by
logosobscura
on 30/01/2018, 07:28:13 UTC
⭐ Merited by kittucrypt (1) ,mprep (1)
In order to sell securities to the public in the USA, including some crypto assets, you either need to register your securities with the sec and issue a prospectus or you can only sell to accredited investors.

I have not looked at overstock or kodak but I’d venture to say that since they are large companies they spent the $500k or so to register their securities

True- but only if the Token Sale counts as a Security. That comes down to the Howey Test and how the token is designed. Coinbase did a great overview of the Securities Perspective in the US, and they have a questionnaire that gives you a finger in the air assessment of what a prospective company is planning vs Howey (NOTE: it's not a substitute for legal advice, always get a qualified opinion, but scoring high will tell you that you need this resolved before even thinking of planning a CrowdSale).

The Securities legislation also only applies to public Token Sales, not if you accept investment from 'Accredited Investors' only- they're allowed to make at risk investments, but again, that means vetting them rather than throwing open the doors for capital. Same rules apply for crowdfunding of any startup in the US- not really that much of a minefield if you plan properly, and get legal advice. If you end up spending $500k, you're going to need to be a pretty significant project (Greater than $100MM valuation) to make that even vaguely worth the effort.