Private Token Sale Agreement Template for Germany

When conducting a private token sale in Germany, you need a comprehensive legal agreement that addresses the country's complex regulatory landscape. A Private Token Sale Agreement serves as the foundational contract between token issuers and private investors, ensuring compliance with German securities law while protecting both parties' interests throughout the transaction process.

When do you need this document?

You require this agreement whenever your company plans to sell tokens to accredited investors or institutions in Germany before a public offering. This includes situations where you're raising capital for blockchain projects, launching utility tokens for specific platforms, or conducting pre-sales to qualified investors. The document becomes essential when you need to demonstrate regulatory compliance to BaFin, establish clear legal relationships with token purchasers, or create enforceable terms for token transfers and usage rights. German law requires detailed documentation for any token offering that might be classified as a financial instrument under the WpHG.

Key legal considerations

Your agreement must clearly define whether the tokens constitute securities, utility tokens, or payment tokens under German classification systems, as this determines applicable regulatory requirements. Risk disclosure provisions are mandatory and must cover technical risks, regulatory uncertainties, and potential total loss of investment. You need robust Know Your Customer (KYC) and Anti-Money Laundering (AML) clauses to comply with the Geldwäschegesetz, including verification procedures for investor identity and source of funds. The contract should address GDPR compliance for personal data collection and processing, specify governing law and jurisdiction clauses, and include comprehensive representations and warranties from both parties. Transfer restrictions and lock-up periods must be clearly articulated to prevent unauthorized secondary market trading.

Legal requirements in Germany

Under German law, your token sale agreement must comply with the Wertpapierhandelsgesetz if tokens are classified as financial instruments, requiring potential BaFin notification or licensing. The Bürgerliches Gesetzbuch governs contract formation and enforcement, mandating clear terms, consideration, and mutual consent. You must implement KYC/AML procedures under the Geldwäschegesetz, including customer due diligence and suspicious transaction reporting. The Kreditwesengesetz may apply if your token offering constitutes banking or financial services requiring additional licenses. GDPR compliance is mandatory for all personal data processing activities related to token purchasers. Your agreement should specify that German courts have jurisdiction and German law governs the contract, include mandatory cooling-off periods where applicable, and ensure all disclosures meet German consumer protection standards where relevant.