About the service
First we check whether an issuance makes sense for your project and in which model; only then do the pitch deck, agreements and token documentation follow.
What startup tokenization is and when it makes sense
Startup tokenization means that the company issues tokens alongside or instead of the shares subscribed in a conventional round. A token is a record on a blockchain that represents rights defined in the offering documents: access to the product, a share of revenue, a right to a future instrument or another agreed economic interest. The content of those rights determines which regulations apply, which is why we choose the model before any technical work begins.
Tokenization is not the answer for every startup. It can make sense when the product actually uses the token (for example as a means of settlement within the application), or when a conventional round is unavailable but the project already has a working product and a community. An issuance alone does not secure financing.
Tokenization versus a conventional investment round
In a conventional round the investor acquires shares under an investment agreement and the cap table changes once. In a token issuance there are usually more investors, the rights are standardised and the administration is handled by a smart contract. The two models can be combined: an equity round for lead investors and a token issuance for the community, provided the documents of both parts do not create conflicting claims against the company.
Tokenization versus ICO and IDO
ICO and IDO for startups are specific forms of token sale: directly by the project (ICO) or through a decentralised exchange or launchpad (IDO). Startup tokenization is a broader concept: it covers the decision whether to issue a token at all, which rights it should carry and how an ICO fits with the rest of the company's financing. The issuance itself and its technology side are described on the ICO and IDO page, and the differences between these models are explained in the post ICO vs IDO.
Tokenization and shares in a limited liability company
A token does not become a share in an existing limited liability company (sp. z o.o.): a transfer of shares requires the form prescribed by the Commercial Companies Code and the consents arising from the articles of association. Subscription for shares in a sp. z o.o. by unspecified recipients is prohibited (art. 182¹ KSH, ban since 10 November 2023, criminal penalty). We describe PSA or S.A. stock and revenue-based tokens on the company tokenization page. A startup that is only building its structure more often opts for a utility token or a token linked to a future instrument, and conducts an issuance of securities in token form as an STO.
Initial project assessment
The first stage is a short assessment of whether the project is ready for an issuance and in which model. It is neither an audit nor a valuation, but a verification of assumptions before money is spent on documentation and technology.
What we check:
- the team, product stage and results to date: users, revenue, pilots,
- the role of the token in the product: whether it is needed or merely added to the model,
- the planned amount, intended use of funds and the horizon the capital is meant to cover,
- the company structure, cap table and existing obligations towards investors,
- the investor profile and the jurisdictions in which the project will be offered,
- the initial legal classification of the token.
What you receive: a short readiness assessment with a list of gaps to fill and a recommended financing model – a conventional round, a utility token, an STO, PSA or S.A. stock, a revenue-based token or a combination of these paths. If a token issuance makes no sense for the project, we say so plainly. The first step can be the tokenization diagnostic.
Documents for investor talks and the issuance
An investor evaluates the project on the basis of documents, and a lawyer uses them to establish what the company promises and what it cannot promise. We prepare a complete set that works both in conversations with a business angel and in a token issuance:
- Teaser – one or two pages describing the project, the team and the round parameters, for first contact.
- Pitch deck – the investor presentation: problem, product, market, business model, team, use of funds and the role of the token.
- Financial model – revenue and cost forecast, spending plan and scenarios; in a token issuance also the tokenomics: supply, distribution, vesting.
- Term sheet – summary of terms: amount, valuation or token price, investor rights, transfer restrictions, rules for subsequent rounds.
- Investment agreement or token subscription agreement – the binding document, which the lawyer prepares on the basis of the term sheet.
- Token documentation (whitepaper) – where the offering falls under MiCA, the whitepaper has content prescribed by law and is subject to notification; we prepare it with the lawyer and the technical team.
Division of roles: Tokenuj prepares the teaser, pitch deck, financial model and tokenomics assumptions and coordinates the whole process. The term sheet, investment agreement, token classification and whitepaper are drafted or verified by a lawyer – one we work with or one appointed by the company (legal matters and regulatory compliance). If the company does not yet exist or the issuance requires a special purpose vehicle, we help set it up (company registration services). The token, smart contract and issuance website are delivered under the token creation service.
What we do not do
We do not look for investors, we do not present the project to them and we do not charge a commission on capital raised. Talks with investors are led by the founder; we help prepare for meetings, answer due diligence questions and organise the terms agreed for the term sheet.
Legal boundaries. Intermediation in the offering of financial instruments, investment advice and the acceptance of funds from investors are regulated activities requiring a licence. That is why the scope of our support is designed so that no such licence is required: we do not advise investors on whether to invest, we neither accept nor transfer their money, and we do not conduct the offering on the company's behalf. If the legal classification shows that the token is a financial instrument or the offering requires an authorised offering entity, that part of the process is handled by an authorised partner, and we remain responsible for the materials and coordination.
The process step by step
- Initial assessment. A conversation, review of materials, a short readiness assessment and a recommended financing model.
- Structure and legal classification. Establishing which rights the token or instrument carries, which regulations apply and whether a regulated partner is needed; the decision on the company or special purpose vehicle.
- Documents. Teaser, pitch deck, financial model and tokenomics; term sheet and agreements with the lawyer; whitepaper where required by law.
- Technology. Token, smart contract, issuance website and investor onboarding with KYC verification where required – within the scope agreed with the team.
- Investor talks. The founder leads the talks; we help prepare for meetings and organise the terms. In parallel, communication of the project under token marketing, within the limits permitted for the given offering.
- Closing the round. Signing the agreements, the company's token issuance, updating the cap table and post-issuance disclosure obligations.
How long it takes
The timeline depends on three things: the project's readiness (company, financial data, team), the extent of the legal requirements (a simple utility token or an offering requiring a whitepaper or a regulated partner) and the pace of investor discussions, over which we have the least influence. The initial assessment is the shortest stage, the documents and legal classification take longer, and the fundraising itself is often the longest. We present a schedule after the initial assessment, not before.
What determines the price
The fee is fixed. It covers the initial assessment, preparation of the documents and coordination of the lawyer's and the technical team's work; its amount depends on how many materials need to be created from scratch, whether a whitepaper is needed and whether the company still has to be set up. The costs of the lawyer, the regulated partner, the smart contract audit and company registration are settled separately. We prepare a quote after the initial assessment.
Legal risks and MiCA
A token issuance by a startup is as much a legal decision as a business one. The key areas:
- Token classification. A token that grants a right to profit, a stake in the company or repayment of the invested funds may be a financial instrument; in that case the rules on trading in financial instruments apply, not MiCA. Utility tokens and other crypto-assets not covered by those rules fall under MiCA. The classification is determined by the content of the rights, not by the token's name.
- Public offering. A public offering of crypto-assets in the EU entails obligations for the issuer, including preparing and notifying a whitepaper in the prescribed cases. There are exemptions depending on the scale and the circle of addressees of the offering; whether the project qualifies for them is determined by a lawyer.
- Promotion. Marketing communications concerning the offering must be fair and consistent with the documentation. Promises of profit and omission of risks create liability for the issuer and the people running the campaign.
- KYC and AML. Investor verification may be required by law, by partners' requirements (launchpad, exchange, bank) or by the company's own decision. It has to be planned before the launch, not after it.
- Founders' liability. The issuer, i.e. the company and the people managing it, is responsible for the content of the offering documents and the legality of the issuance. That is why the documents are verified by a lawyer, and the decision on the model is taken by the management board with full knowledge of the risks.
We write more about the legal boundaries of an issuance in the post is creating tokens legal, and the basics of how an ICO works are explained in the post ICO: meaning and how it works.
Who this service is for
- technology startups with a working product or prototype that are considering a token issuance,
- Web3 projects in which the token is part of the product and the founders need their legal side put in order and documents for investors,
- companies ahead of their first round that want to compare conventional financing with a token issuance before choosing a path,
- teams that have interested investors but lack the documents and structure to close the round.
If you are not sure which model fits your project, start with the tokenization diagnostic or write to us. The first conversation serves to assess the project, not to sell the service.
Information only, not legal advice. As of 7 November 2026.
