Name
Global FinTech Guide
Country _ Name
Slovenia
SectionTitle
ICO / token sale
Body
Companies and projects have increasingly relied on the sale of digital assets, or tokens, as a means of fundraising. These tokens generally do not grant the holders an ownership interest in the issuing company or project, but may provide governance rights, access rights or other utility. This has been conducted through public sales known as initial coin offerings (ICOs), proliferation through token generation events (TGEs) or private sales, among other mechanisms.  While showing characteristics of traditional methods of fundraising, there are a range of unanswered questions related to the legal classifications of such products. As ICOs and TGEs will usually be distributed online and internationally, there is usually no single legal framework applying to such transaction, and the legal framework of each market in which the tokens may be offered or sold needs to be considered.
 

Introduction

Attitude of the country towards ICOs/token sales

There are some reservations about ICO/token sales, mainly because they have been misused for various scams in Slovenia in the past. People are certainly more attentive to such offers, but the climate is improving.

Legal affairs

Presence of any explicit regulation on ICOs and the issuance of token/coins

Slovenia does not have crypto-specific legislation, but digital assets may be subject to existing financial regulation.

Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins

No restrictions are applicable provided that coins and tokens cannot be considered as securities or electronic money under Slovenian law. Crypto currencies are generally not considered as security since they do not meet the requirements regarding the relevant form.

Obligations and requirements to issue token/coins

For issuance of token/coins no license or other kind of regulatory approval is required. In case of providing services for purchase and sale of token/coins, the regulation depends on the specifics of the service offered, cash flows in fiat currencies and the legal relationship between all the stakeholders involved. Such services could be considered as payment services for provision of which authorisation of Bank of Slovenia is required.

Classification of token/coins in the jurisdiction

In Slovenian law, a security is defined as a written instrument by which the issuer undertakes to fulfil an obligation to the legal holder. Securities may also be issued in dematerialised form if they are registered in a central depository. To qualify as a security, a security must have the following components: 

  • an indication of the type of security;
  • the address and registered office or name and residence of the issuer of the security;
  • the address of the company or the name of the person to whom the security is addressed or who instructs to whom the security is addressed, or a statement that the security is addressed to the bearer;
  • a clearly identified obligation of the issuer arising from the security;
  • the date and place of issue of the security and, in the case of serial securities, the serial number; and
  • the signature of the issuer of the security.

Crypto currencies are generally not considered as security since they do not meet the requirements regarding the relevant form.
 

Presence of a duty to publish a prospectus bevor offering token/coins to investors

No, provided that the token/coin cannot be considered a security. 

Presence of AML/KYC requirements that are needed to be fulfilled regarding (i) the initial issuance of token/coins and (ii) any following transfer of token/coins to third parties

Issuers of virtual currencies must implement measures

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