Legal documents by offering type: registered vs exempt
Which offering documents a security token issuance needs, on one page, from phase six of the Tokenization Framework.
By Gene Deyev, Founder and CEO of Stobox · Last updated 12 September 2026
A registered offering is built around a prospectus approved by a regulator. An exempt offering is built around a private placement memorandum, plus the documents that prove each investor is eligible and restrict resale. Both share one corporate and policy core.
This is the summary table from phase six, legal documentation, of the Tokenization Framework, set out on its own so it can be checked against a data room. It lists 15 documents; 7 of them – the corporate and policy core – are required whichever route you take. This file is where the money goes: drafted at a law firm it runs $50,000–$200,000+ (third-party ranges researched July 2026 for the tokenization cost index), and none of it became optional on-chain – the SEC’s staff statement of 28 January 2026 confirmed a tokenized security is still a security. The pathway itself, registration or exemption, is settled earlier, in phase three.
The table
| Document | Registered | Exempt | Required or optional |
|---|---|---|---|
| Prospectus (offering memorandum) | Yes | No | Required for registration |
| Private placement memorandum (PPM) | No | Yes | Required in private sales |
| Security token purchase agreement | Yes | Yes | Always required |
| Subscription agreement | No | Yes | Required in exempt offerings |
| SAFT (if applicable) | No | Yes | Optional in early rounds |
| Board resolution | Yes | Yes | Required |
| Amended articles of association | Yes | Optional | Recommended |
| Token issuance specification (TIS) | Yes | Yes | Required |
| Terms of use | Yes | Yes | Required |
| Privacy policy | Yes | Yes | Required |
| AML/KYC policy | Yes | Yes | Required |
| Risk disclosure statement | Yes | Yes | Required |
| Legal opinion | Yes | Yes | Required or highly recommended |
| Investor eligibility forms | No | Yes | Required for exemptions |
| Lock-up / transfer restrictions | No | Yes | Required under Reg D and Reg S |
How to read it
- Registered offerings (public offerings under the SEC, FCA, BaFin, FINMA and comparable regulators) rest on the prospectus: full financial, legal, risk and project disclosure, submitted to the regulator for approval.
- Exempt offerings (Regulation D, Regulation S, small-offer and qualified-investor exemptions such as Reg CF to $5M and Reg A+ to $75M) replace it with a PPM, and add a subscription agreement, investor eligibility certification and a lock-up or transfer-restriction notice, for example the 12-month holding period under Rule 144.
- The shared core is the same either way: board resolution, token issuance specification, AML/KYC policy, terms of use, privacy policy, risk disclosure statement and legal opinion.
The US exemptions behind the right-hand column are compared in Reg D vs Reg S vs Reg CF vs Reg A+. To see which of these your own documents never mention, paste your data-room index into the free record gap check; a fact nothing answers is a record gap. Counsel drafts and signs these documents; Stobox Raisable helps prepare them from your record.
Questions this raises
Offering documents, answered briefly.
What documents does a security token offering need?
A shared core of board resolution, token issuance specification, AML/KYC policy, terms, privacy policy, risk disclosure and legal opinion, plus a prospectus if registered or a PPM and eligibility documents if exempt.
Do I need a prospectus for a Reg D offering?
No. An exempt offering uses a private placement memorandum instead, with a subscription agreement, investor eligibility certification and transfer restrictions.
Is a legal opinion required for a token offering?
In the framework’s table it is required or highly recommended for both registered and exempt offerings. It comes from a licensed law firm and confirms classification and compliance.
Educational reference. ← Back to the framework
