UNDERSTANDING BLOCKCHAINS
A blockchain is a decentralized digital ledger where data is recorded in sequential “blocks,” each cryptographically linked to the prior one. Since blocks are distributed across a peer-to-peer network and validated through consensus mechanisms, blockchain systems are transparent, tamper-resistant, and highly traceable.
This technology underlies cryptocurrencies (Bitcoin, Ether, stablecoins), decentralized finance (DeFi), DAOs, NFTs, tokenized securities, supply-chain authentication tools, and smart-contract-driven platforms. Despite its technical benefits, blockchain still falls under established legal principles:
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Courts analyze token offerings using the securities law based Howey Test. See SEC v. W.J. Howey Co., 328 U.S. 293 (1946).
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Crypto is treated as commodities and crypto-fraud falls under CFTC jurisdiction. See CFTC v. McDonnell, 287 F. Supp. 3d 213 (E.D.N.Y. 2018).
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AML / FinCEN Exchanges and administrators of “convertible virtual currency” may be Money Services Businesses under 31 C.F.R. § 1010.100(ff).
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The IRS treats cryptocurrency as property, not currency. See IRS Notice 2014-21.
Any crypto business operating without accounting for these frameworks risks penalties, disputes, and long-term liability. At The Law Offices of Carolina Nunez, P.A., our Florida crypto and blockchain lawyers help clients navigate this emerging space with the same precision and structure applied to traditional financial and commercial matters.
At The Law Offices of Carolina Nunez, P.A., we focus on protecting digital assets, supporting compliant token launches, drafting enforceable agreements, preventing regulatory exposure, and addressing liability before it becomes litigation.
BUSINESS STRUCTURING AND GOVERNANCE FOR BLOCKCHAIN PROJECTS
Corporate Structuring & Governance for Blockchain Projects
1. Create Digital and Tech Based Business Complaince
An accurate and comprehensive list of your crypto, NFTs, gaming accounts, digital wallets, and online investment platforms should be included in your inventory. Your inventory should also provide access, which can be securely stored with your attorney or trusted loved one:
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Create an LLC or corporate structure with crypto or digital asset specific compliance.
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Have Bylaws and Operating Agreements.
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Designate contributor intellectual property assignments and credentials.
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DAO-compatible wrappers.
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Ensure fundraising is compliant.
2. Smart Contract and Platform Documentation
Smart contracts automate functions, but legal contracts make them enforceable.
These contract may prevent breach-of-contract claims, negligence lawsuits, and regulatory misrepresentation.
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Have valid and legally complaint Terms of Service. digital vaults.
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Establish token purchase or distribution agreements. (with trustee access).
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Create NFT licensing agreements that outline transfer instructions.
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Ensure privacy policies are aligned and current with data practices.
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Establish risk disclosures to avoid liability.
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Provide Wallet and Custody Disclaimers.
3. NFT, Intellectual Property, and Digital Content Rights
NFTs oftentimes involve several legal issues. To avoid legal issues, ensure that your business entity or venture clarifies legal ownership, transfer rights, and royalty distributioons to avoid copyright disputes or DMCA issues.:
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Ensure to have legal guidance when reviewing or creating licenseing rights between creators and platforms/purchasers. each asset.
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Have legal counsel that ensures to be current on latest copyright law deveopments.
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Whether it should be sold or held.
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How royalties or income will continue to benefit heirs.
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Twitch or YouTube accounts with monetization should include directions under copyright and contract law, to avoid DMCA violations and royalty loss.
4. Commercial Contracts for Web3 Companies
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Under the IRS classification, cryptocurrency is property, and gains are taxable.
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A beneficiary may face capital gains tax if crypto is sold after inheritance.
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A step-up in basis may apply at death, reducing taxable gains under 26 U.S.C. § 1014.
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See IRS Notice 2014-21;
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See also Rev. Rul. 2019-24
Regulatory Classification & Token Analysis
Before clients raise capital, list a token, enable staking, or launch a DeFi protocol, the firm evaluates whether:
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A token risks classification as a security under the Howey Test
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Commodities rules apply under the Commodity Exchange Act
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MSB registration is required under 31 C.F.R. § 1010
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The product triggers AML/KYC obligations
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The IRS rules treat capital gains, staking rewards, NFT sales, or token distributions in the case.
This prevents unwanted exposure to enforcement actions such as SEC v. Telegram Group Inc., 448 F. Supp. 3d 352 (S.D.N.Y. 2020).
Consult A Florida Crypto Attorney That Understands Your Goals
If you own cryptocurrency, NFTs, a startup, gaming accounts, have other streaming revenue, or any digital property, you need to work with a tech attorney that understands your assets. The last thing you want is an attorney that can't turn a Word document into a PDF without needing help (it happens a lot more than you think!).
At The Law Offices of Carolina Nunez, P.A., we can help. We are conveniently located in Winter Park near Orlando. We offer both online and in-person appointments, serving all of Florida.
Save Time and Stress – If you don't like the phone, you can always reach out online with our Easy Business Startup Booking Form
If you prefer to call us: (407) 900-FIRM
CONSULTATION WITH FLORIDA CRYPTO
ATTORNEY CAROLINA NUNEZ
Our goal is to focus on the current clients we have, which hopefully means that you'll end up being represented by our office. To maintain the best service and provide a personalized approach to our cases -- we limit the amount of cases we take and our time slots for appointments.
To accomplish this, we need to direct our attention to actual work and keep our new client intake as low as possible. To achieve this, we charge a consultation fee of $200.00 toward a consultation. If you hire us, the fee is credited to your case. The appointment is with the lawyer, Carolina Nunez, Esq. and not with a legal assistant. If you hire us, that rate applies to your service. For flat-rate attorney fees -- we accept BTC.