FLORIDA TOKEN LAUNCH COUNSEL
A token offering is a securities event. The framework that decides whether your token is a security comes from SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and a generation of federal court decisions applied to digital assets in SEC v. Telegram, SEC v. Ripple Labs, and CFTC v. McDonnell.
Most token founders learn this after the inquiry letter arrives. The work this page describes happens before.
This page is built for founders, protocol teams, fund managers, and Web3 operators preparing a token offering, NFT drop, DAO formation, or smart contract deployment with United States nexus.
Engagements typically open with one of the following triggers:
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A token sale to United States persons or accredited investors is being structured under Regulation D Rule 506(b) or 506(c)
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An offshore offering is contemplated under Regulation S with downstream risk of flow-back into the United States
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A protocol token, governance token, or utility token requires a written Howey analysis before launch
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A SAFT, Token Purchase Agreement, or Token Warrant must be drafted for a private round
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A DAO needs a legal wrapper to limit member liability and execute commercial contracts
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A real-world asset tokenization platform requires structuring across securities, custody, and Florida real estate law
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Ongoing general counsel coverage is needed for a funded protocol
The Law Offices of Carolina Nunez, P.A., our Florida crypto and blockchain lawyer helps 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.
For More Information Regarding Florida Digital Asset Estate Plans:
Attorney Carolina Nunez focuses on Florida cryptocurrency and digital asset legal services.
THE HOWEY MEMORANDUM
Token Offering Structures We Work In
Where every compliant launch begins.
- Before a token sale is structured, before a SAFT is drafted, before a website discloses anything about the offering, the threshold question is whether the digital asset is itself a security.
- The framework comes from SEC v. W.J. Howey Co., 328 U.S. 293 (1946): an investment of money, in a common enterprise, with an expectation of profits, derived from the efforts of others.
- Federal courts have applied that test to digital assets in SEC v. Telegram Group Inc., 448 F. Supp. 3d 352 (S.D.N.Y. 2020), SEC v. Ripple Labs, and CFTC v. McDonnell, 287 F. Supp. 3d 213 (E.D.N.Y. 2018).
- The outcomes are not interchangeable. They depend on facts a generalist attorney cannot evaluate without working knowledge of token economics, smart contract architecture, and protocol governance.
- A written Howey memorandum identifies which prong of the test poses risk for your specific token, what facts mitigate that risk, what facts amplify it, and what structural changes can move a token from a likely security to a defensible utility classification.
- It is the document your investors, listing partners, and downstream counsel will ask for. It is also the document that protects control persons under Section 15 of the Securities Act if a regulator later disagrees with the structure.
Each structure carries different filing, disclosure, and liability profiles.
Selecting the right one is the second deliverable of Phase 1.
All federal exemptions still require coordination with Florida state securities law under Florida Statutes Chapter 517.
Florida law governs intrastate offerings, dealer registration, and notice filings for federally covered securities sold to Florida residents.
Regulation D Rule 506(c)
Accredited-only with general solicitation permitted. Issuer must take reasonable steps to verify accredited status.
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Reasonable verification standard meaningfully higher than self-certification
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Form D filing within 15 days of first sale
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General solicitation permitted (websites, social media, conferences)
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Failed verification can void the exemption entirely
Regulation A+ and Regulation C
For raises from non-accredited investors at scale with SEC qualification.
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Reg A+ Tier 2: up to $75 million annuallys
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Reg CF: up to $5 million through registered funding portals
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Qualified offering documents and ongoing reporting
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Defining wallet custody, access, and liability responsibilities
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State-level Blue Sky preemption under Tier 2
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Ensuring agreements are enforceable alongside smart contract execution
See IRS Notice 2014-21;
See also 26 U.S.C. § 1014;
See also Rev. Rul. 2019-24
See Regulation A+; See also Regulation Crowdfunding
Regulation D Rule 506(b)
Private placement to accredited investors and up to 35 non-accredited sophisticated purchasers. No general solicitation.
This inventory should document ownership and access instructions, which may be securely stored with your attorney or a trusted individual.
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Form D filing within 15 days of first sale
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Blue Sky notice filings by state of investor residence
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Pre-existing relationship requirement for non-accredited purchasers
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Structuring DAO-compatible legal frameworks where applicable
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Anti-fraud disclosure obligations under Rule 502(b)
Regulation S
Offshore offerings to non-United States.=
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Distribution compliance period restrictions
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Directed selling efforts prohibition
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Offering restrictions on subsequent transfer
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Often paired with parallel Reg D for U.S. accredited participation
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Anti-fraud disclosure obligations under Rule 502(b)
PRICE GUIDE
Florida Token Launch Counsel is structured in four phases. Each phase is a discrete engagement with its own scope letter, deliverables, and timeline.
You can engage one phase or multiple, depending on where you are in the project.
Phase 1:
Scoping &
Howey Memorandum
Flat Fee: $4,500
Upon Turnaround: 5 to 10 business days
We accept the BTC equivalent at the publicly verifiable USD spot price from a major cryptocurrency market index at the time of invoicing. Payment must be received in full within 24 hours to lock in the BTC rate.
Includes
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Intake review of token whitepaper, tokenomics, and proposed distribution mechanics
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Written Howey analysis applying current SEC and federal court guidance
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Identification of structural changes that reduce securities classification risk
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Recommendation memo on which exemption fits the offering
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FinCEN Money Services Business analysis under 31 C.F.R. Part 1010 if structure triggers
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Integration with business entities (LLC or corporate crypto holdings)
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Scope and budget for Phase 2 if the project moves forward
Phased,
Flat-Fee
Pricing
01
Scoping Call
60 minutes with the attorney directly.
Fee is $500 and is credited in full toward Phase 1 if the engagement moves forward.
A confidentiality protocol is sent before the call so commercially sensitive information can be shared safely.
02
Engagement
Written engagement letter follows the scoping call.
Names the phase, the deliverable, the flat fee, the turnaround, and the scope boundaries.
Phased work means there is no obligation to continue beyond the phase you have engaged.
03
Phased Delivery
Phase 1 produces a written Howey memorandum.
Phase 2 produces the entity, the operating documents, and the structural framework.
Phase 3 produces the launch documents and the regulatory filings.
Each phase ends with a deliverable in your hands.
04
Optional GC Retainer
Post-launch, founders typically move to a monthly retainer for ongoing counsel coverage.
Scoped to a defined hour bucket per month.
Founders who do not need ongoing coverage simply complete Phase 3 and the engagement closes.
Schedule a Scoping Call
Founders ready to engage can book a 60-minute scoping call directly with the attorney. The fee is $500, credited in full toward Phase 1 if the engagement moves forward..
The Law Offices of Carolina Nunez, P.A. serves founders throughout Orlando, Winter Park, Daytona Beach, Sanford, Kissimmee, Lake Mary, DeLand, Casselberry, and Altamonte Springs, with virtual coverage statewide and bilingual coverage in formal Spanish for international teams.
(407) 900-FIRM
Or reach out online by using our Appointment Request Form
DISCLAIMER:
This page provides general legal information about token offering structures and is not legal advice. No attorney-client relationship is formed by reading this page or by submitting an intake form.
An attorney-client relationship is formed only upon execution of a written engagement letter.
Outcomes depend on facts and applicable law. Past results do not guarantee future outcomes.
COMMON
FOUNDER
QUESTIONS
Will my utility token still be a security?
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Possibly. The fact that a token has a use case on a protocol does not preclude securities classification under the Howey Test. Federal courts have repeatedly held that marketing materials, the timing of sale relative to network functionality, lockup structures, and buyer expectations all factor into the analysis.
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A token labeled utility by a founder can still be a security in the eyes of the SEC. The Howey memorandum is the document that addresses this question directly.
When is Form D due?
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Form D must be filed on EDGAR within 15 calendar days of the first sale under Regulation D.
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Late filings can jeopardize the exemption itself in some states and create a remediation burden that costs more than getting the timing right initially.
How does estate planning work for cryptocurrency?
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Form D must be filed on EDGAR within 15 calendar days of the first sale under Regulation D.
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Late filings can jeopardize the exemption itself in some states and create a remediation burden that costs more than getting the timing right initially.
What if the SEC opens an inquiry after launch?
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SEC enforcement defense is not within scope.
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The Howey memorandum produced in Phase 1, however, is often the most important document enforcement counsel reviews when responding to an inquiry.
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Documented pre-launch analysis can shift the inquiry from an enforcement posture to a remediation posture, which materially changes the outcome.
Why phased flat fees and not hourly?
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Founders building token offerings need cost certainty in order to make founder-level decisions about capital allocation.
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Phased flat fees mean the cost of legal work is known before the work begins.
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The firm absorbs scope risk within the phase, not the founder.
Does the firm handle real-world asset tokenization??
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Real-world asset tokenization sits at the intersection of securities law, custody, and (for real estate) Florida property law.
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Attorney Carolina Nunez holds an active Florida real estate license, which is uncommon among crypto attorneys and directly relevant to RWA platforms tokenizing real estate, REITs, and fractional property interests.