Any person who is going to promote a Token offer towards Italian investors (ICO, STO, IEO, etc.), must first verify whether the Token can be qualified, under Italian laws, as “transferable security“, “financial instruments” (other than transferable security) or “financial product“, taking into consideration the nature of the rights incorporated in the Token and applying the so-called “principle of substance over form“.
Indeed, if the Token falls within one of the above categories and no exemption is applicable to the Token offer, the “public offer” of the Token in Italy – regardless of whether the company promoting the offer is incorporated abroad – would be subject to the obligation to publish a prospectus that must be approved by CONSOB.
Similarly, Exchanges wishing to list Tokens that qualify as financial products must be previously authorised by the Bank of Italy to provide investment services under the so-called MiFID2 Directive, as implemented in Italy.
Under Italian laws and regulations, heavy administrative and criminal penalties are prescribed for promoters and issuing companies that make an offer of financial products to Italian investors not in compliance with applicable laws and regulations, as well as the risk of actions for damages by investors.
The law firm Lexia Avvocati offers professional assistance to its clients identifying the characteristics of Tokens, as well as drafting pro-veritate legal opinions in relation to the legal nature and obligations of a Token offer in Italy.
To receive a quote for a legal opinion regarding your Token offer in Italy, please fill in the following questionnaire.