Token Sale Agreement Template for Ireland

A Token Sale Agreement sets out the terms when a company sells digital tokens or cryptocurrencies to investors in Ireland. It covers key details like token pricing, purchase limits, and delivery methods, while ensuring compliance with Irish financial regulations and the Markets in Financial Instruments Directive (MiFID II).

These agreements protect both token issuers and buyers by clearly defining rights, restrictions, and refund conditions. They've become essential tools for Irish blockchain startups and established firms running Initial Coin Offerings (ICOs), particularly since the Central Bank began increasing its oversight of digital asset sales.

Use a Token Sale Agreement when launching any token or cryptocurrency offering in Ireland, especially before accepting investments or publishing promotional materials. This critical document becomes necessary once you've defined your token's features and are ready to engage with potential buyers or institutional investors.

Irish firms need this agreement in place before conducting ICOs, security token offerings, or any digital asset sales that could fall under Central Bank oversight. It's particularly important when dealing with retail investors, offering tokens with profit-sharing features, or when your digital assets might qualify as transferable securities under MiFID II regulations.

• Simple Token Sale Agreement: Designed for straightforward token sales to Irish investors, with basic terms and compliance requirements
• Security Token Agreement: Features enhanced investor protection clauses and detailed compliance with MiFID II regulations
• Utility Token Agreement: Focuses on token functionality and usage rights rather than investment returns
• SAFT-Based Agreement: Adapts the Simple Agreement for Future Tokens model to Irish regulatory requirements
• Institutional Token Sale Agreement: Contains sophisticated terms for deals with qualified institutional buyers, including enhanced due diligence provisions

• Token Issuers: Irish companies or startups creating and selling digital tokens, responsible for drafting and executing the agreement
• Legal Counsel: Specialized blockchain attorneys who structure the agreement to comply with Irish and EU regulations
• Investors: Individual and institutional buyers purchasing tokens through the sale, bound by the agreement's terms
• Compliance Officers: Internal team members ensuring adherence to Central Bank guidelines and anti-money laundering requirements
• Financial Regulators: Central Bank officials who may review agreements for regulatory compliance and investor protection

• Token Details: Document your token's technical specifications, utility features, and total supply
• Sale Structure: Define pricing tiers, minimum purchase amounts, and maximum allocation per investor
• Compliance Check: Review Central Bank guidelines and MiFID II requirements for your token type
• Investor Criteria: Establish clear eligibility requirements and KYC/AML procedures
• Risk Disclosures: List all potential risks, including market volatility and regulatory changes
• Distribution Plan: Outline token delivery timeline and any vesting or lock-up periods
• Platform Tools: Use our automated system to generate a compliant agreement incorporating all these elements

• Token Description: Detailed specifications of the digital asset, including technical features and total supply
• Sale Terms: Price, purchase limits, and payment methods accepted under Irish law
• Investor Rights: Clear outline of ownership rights, voting privileges, and profit-sharing arrangements
• Compliance Framework: References to relevant Irish and EU regulations, including MiFID II requirements
• Risk Disclosures: Comprehensive list of potential risks and market volatility warnings
• Data Protection: GDPR compliance measures and data handling procedures
• Dispute Resolution: Irish jurisdiction clause and arbitration procedures
• Termination Rights: Conditions for agreement cancellation and refund mechanisms

A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT), though both are used in cryptocurrency transactions. While they may seem similar at first glance, their purposes and legal implications under Irish law are quite distinct.

• Timing of Token Delivery: Token Sale Agreements facilitate immediate token transfers upon payment, while SAFTs promise future token delivery once the network launches
• Regulatory Treatment: Token Sale Agreements typically involve existing tokens and fall under current Central Bank guidelines, whereas SAFTs often qualify as investment contracts under Irish securities laws
• Investor Rights: Token Sale Agreements grant immediate ownership rights, but SAFTs only provide a future claim to tokens
• Risk Profile: SAFTs carry higher development and completion risks, while Token Sale Agreements involve mainly market and regulatory risks for existing tokens