Blockchain companies have often relied on the issuance of tokens or coins to raise money. Essentially, the ICO/ITO model is crowdfunding for blockchain start-ups. Companies took great pains to structure their offerings, with the help of their legal counsel, to ensure that SEC regulations did not apply. This was typically done by designing the token or coin to have utility on the network rather than having features of a regulated security.
然而, companies are increasingly thinking about leaning into SEC regulations 和 structuring the offerings as registered securities. The tokens or coins can be offered in private placements to accredited investors 和 registered with the SEC. The acceptance of SEC oversight during the ICO process can help alleviate uncertainty down the road.
The IRS treats cryptocurrency as property 和 the sale of tokens or coins is subject to federal income tax. For companies issuing utility tokens, this presents a host of challenges for early-stage blockchain start-ups as a substantial portion of the money raised via ICO is earmarked for taxes.
For companies issuing securities via the blockchain, special attention must be paid to the structure of the offering. There is potential for a worst-of-both-worlds outcome where an offering is subject to SEC regulations while also being subject to income tax according to the IRS.
在任何一种模式下, it is essential to have your tax advisor involved from the beginning of the ICO process to help reduce 和 plan for the potential tax burden.