The Georgian VASP perimeter refers to services related to an ICO of a convertible virtual asset. That does not mean every token is automatically a virtual asset or that VASP registration approves the token itself.
We classify the token and each service role first, then map issuance, sale, payment, custody, customer geography, smart-contract controls, disclosures, secondary-market intentions and any securities, investment or other financial-regulatory overlap.
Regulatory classification
The analysis should distinguish the token from the services around it. A Georgian entity may provide a VASP service related to an ICO, but the token’s rights, redemption or return features can create a separate legal question and should be assessed before the launch route is chosen.
- Token and rights classification
- Issuer and service-provider roles
- Purchaser, payment and custody flows
- Disclosure and secondary-market analysis
Classify the token before structuring the offering
Review what the token represents, what rights or claims it gives the holder, whether there is redemption or revenue participation, how supply changes, who controls the smart contract and whether the token is intended to be transferable or admitted to secondary trading.
Required launch evidence
The file should connect the token terms to issuer governance, smart-contract administration, purchaser eligibility, payment and custody flows, AML/KYT controls, allocation and minting records, material risk disclosures, use of proceeds where relevant and post-issuance responsibilities.
Principal control risks
Token launches are exposed when marketing begins before classification, the issuer and VASP roles are blurred, smart-contract privileges are undisclosed, payment and custody flows are not mapped, or language designed for purchasers implies rights, guarantees or returns that the legal structure does not support.
VASP registration is not approval of the token
Registration of a service provider should not be presented as NBG approval, endorsement or validation of the token or offering. The token and the services around it must be analysed separately, including any financial-instrument or investment-law overlap.
Supervisory capital
ICO and token-offering services falling within the ordinary VASP perimeter are generally subject to the GEL 250,000 minimum-capital category. A stablecoin initial offering is assessed under its separate prudential regime and should not be priced or structured as an ordinary ICO.
Scope of our engagement
Our ICO/token work can cover token and service classification, issuer/VASP role mapping, offering and purchaser documentation, payment and custody architecture, smart-contract governance, AML/KYT controls, secondary-market analysis, application evidence and launch coordination. We use “purchaser” or “holder” terminology unless the legal structure genuinely supports investment terminology.
Token classification
Determine what the token represents and whether its rights create a perimeter beyond ordinary convertible virtual assets.
Role mapping
Separate issuer, VASP, payment, custody, technology and distribution responsibilities before contracts and marketing are finalised.
Launch evidence
Align disclosures, purchaser onboarding, smart-contract controls, minting/allocation records and post-issuance responsibilities.
ICO and token-launch chain
A practical sequence used to test whether contracts, systems, providers and control ownership describe the same service.
Issues to resolve before filing
No. VASP registration concerns the service provider and regulated activity. It should not be described as NBG approval, endorsement or validation of the token. Token classification and any separate financial-law perimeter still require analysis.
Rights to repayment, redemption, revenue, profit participation, pooled returns, claims against an issuer or features resembling a financial instrument can change the analysis. Technical form alone does not determine legal classification.
Map the issuer and every entity providing exchange, transfer, custody, trading-platform, portfolio-management or ICO-related services. Registration requirements follow the services actually performed in or from Georgia, not the branding of the group structure.
Explain the issuer and service roles, token rights, supply and minting controls, smart-contract privileges, purchaser eligibility, payment and custody process, material technology and legal risks, fees, conflicts, use of proceeds where relevant and post-issuance arrangements.
No. A code audit addresses only part of the risk. The legal and operating file should also cover token rights, governance, privileged access, purchaser controls, payment/custody flows, AML/KYT, disclosures, incident response and the responsibilities of the issuer and service providers.
