区块链公司通常依靠发行代币或硬币来筹集资金. 从本质上讲,ICO/ITO模式是区块链初创企业的众筹. 公司煞费苦心地构建自己的产品结构, 在他们法律顾问的帮助下, 以确保SEC的规定不适用. 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. 对于发行公用事业代币的公司, 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.
通过区块链发行证券的公司, 必须特别注意发售的结构. 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.