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Working note · 20 Aug 2026
Global Fan Equity / Global Club Credit
Global Fan Equity / Global Club Credit
Global Distribution Map
The token is not
the regulated object.
On-chain changes settlement and custody. It does not change who is allowed to sell what to whom. This note sets out what actually gates cross-border distribution of a tokenised club security, market by market, and what the answer implies for the architecture.
The question on the table
What are the requirements to distribute an on-chain security issued in Europe or the US into Brazil and other markets — disclosures, registrations — and does on-chain, non-custodial issuance change the answer?
01
The rule, in three lines
1
Regulation attaches to the offer and the intermediation — who solicits, in which country, to whom. Never to the wrapper. A share is a share whether it sits in a CSD, a spreadsheet or a smart contract.
2
An EU issue passports across the EEA. A US issue passports across the US. Neither passports beyond. There is no global securities licence and no mutual recognition to lean on.
3
Every other market therefore needs one of exactly three things: an exemption, a locally licensed distributor, or a genuine no-solicitation posture. There is no fourth door — and the chain does not build one.
02
What on-chain and non-custodial actually change
What it does change
- The legal register. Switzerland's DLT Act (registered uncertificated securities, CO Art. 973d), Germany's eWpG and Spain's Ley 6/2023 all make the distributed ledger the constitutive record — no CSD in the chain of title.
- Custody licensing. If the holder holds the keys there is no safeguarding perimeter — that keeps us outside Bacen's VASP regime in Brazil and outside custody permissions elsewhere.
- Eligibility becomes code. An ERC-3643 identity registry can carry country and investor class as token attributes, with transfer rules per attribute. Chiliz Chain already runs this standard.
- Settlement and fractionalisation. Atomic, 24/7, and small enough for a €99 pack. This is the real product argument — never "we beat T+2".
What it does not change
- Who may make an offer, and in which country an offer is deemed to be made.
- Who may intermediate. A global app with a Buy button is the intermediary, whatever the settlement layer.
- Prospectus and disclosure duty, and ongoing issuer reporting after the raise.
- Transfer restrictions attached to Reg S / Reg D / prospectus-exempt paper — legends, lock-ups, distribution compliance periods.
- And it adds an obligation: eligibility has to be enforced on the secondary side, permanently. A compliant primary becomes a non-compliant secondary in week two if the token transfers freely.
The licence trap worth naming early
A MiCA CASP permission does not cover this. Tokenised equity and debt are MiFID II financial instruments, and MiCA excludes financial instruments from its scope. Socios Europe's CASP licence is the right rail for Fan Tokens; a security needs a MiFID investment firm on the distribution side. Same shape everywhere: the crypto licence and the securities licence are different licences.
03
The matrix — where it can actually be sold
Assumes an offshore issuer (EU or US) with Securitize as issuance rail and transfer agent, and a permissioned token. Positions as at 20 Aug 2026; confirm each lane with local counsel before any offer.
| Market | Status of a tokenised security | Retail lane | Who may distribute | Tier |
|---|---|---|---|---|
| EU / EEAPassports internally | MiFID II financial instrument. MiCA excludes it. Prospectus Reg. 2017/1129; DLT Pilot Regime 2022/858 for trading and settlement venues. | Yes. Prospectus, or exempt: qualified investors, fewer than 150 non-qualified persons per member state, ≥ €100k denomination, or below the national ceiling (€8m, rising to €12m under the Listing Act). | MiFID investment firm. A CASP permission is not sufficient. | Tier 1 |
| SwitzerlandBest issuance home | DLT Act in force since Feb 2021 — securities are natively on-chain, ledger is the register, no intermediary needed to transfer title. | Yes. FinSA prospectus, or exempt: professional investors, fewer than 500 investors, ≥ CHF 100k, or under CHF 8m in 12 months. | FinSA financial services provider; adviser register for retail. | Tier 1 |
| LiechtensteinTVTG + EEA | TVTG (token container model) since 2020, plus the EEA prospectus passport — purpose-built for token issuance with EU reach. | Yes, via the EEA passport. | As EEA. Local TT service provider registration for the issuance side. | Tier 1 |
| United KingdomOutside the EEA | Separate regime since POATR 2024. Section 21 FSMA restricts financial promotion regardless of where the issuer sits. | Yes. Via an FCA Public Offer Platform for raises above £5m, or the high-net-worth / sophisticated investor exemptions below. | FCA-authorised firm, or an approved Public Offer Platform. | Tier 1 |
| United StatesReg S is not enough | Securities Act. Reg S is only a safe harbour for the offshore offering — it requires no directed selling efforts into the US and carries a distribution compliance period. | Yes, but only through a US lane: Reg A+ Tier 2 up to $75m per year with investor caps for non-accredited buyers, or Reg CF up to $5m. Reg D 506(c) covers accredited only. | Registered broker-dealer or funding portal; SEC-registered transfer agent. Securitize holds both. | Tier 1 |
| BrazilTwo different answers | CVM Parecer de Orientação 40/2022: equity and receivable tokens are securities (collective investment contracts). Foreign paper is effectively professional-investor only under the Res. 160 regime. | Not for foreign paper. Retail requires a locally issued mirror — Res. 88 crowdfunding, a full Res. 160 offering, or a BDR. See section 04. | CVM-registered intermediary, or an authorised Res. 88 platform (Liqi, BEE4). | Tier 1 via wrapper |
| UAEADGM / DIFC | ADGM's FSRA and the DFSA's Investment Tokens regime both treat security tokens as securities. VARA does not cover them. | Prospectus required; in practice professional clients only. | ADGM or DFSA authorised firm. | Tier 2 |
| SingaporeSFA exemptions | Tokenised capital markets products under the SFA; MAS runs Project Guardian on the institutional side. | Exemption routes only: institutional, accredited, 50 persons or fewer in 12 months, or small offers up to S$5m. | Capital Markets Services licence. | Tier 2 |
| Hong KongSFC circulars 2023 | Tokenised securities are securities; tokenisation is treated as a wrapper, with the SFC regulating the underlying product. | Retail only where the underlying product is SFC-authorised. Otherwise professional investors. | Type 1 licensed corporation. | Tier 2 |
| JapanDomestic STO market | FIEA treats them as electronically recorded transferable rights. A real domestic STO market exists, but it is built around Japanese issuers and Type I intermediaries. | Closed in practice to a foreign issue without a local partner and a domestic wrapper. | Type I financial instruments business operator. | Tier 3 |
| TürkiyeAuthorised, unbuilt | Law 7518 (Jul 2024) lets the SPK allow capital markets instruments to be issued as crypto assets. The CASP communiqués landed Mar 2025; no issuance communiqué exists yet. | None. Foreign institutions may only be used on genuine reverse solicitation (Comm. III-37.1 Art. 9), and the SPK enforces with site access blocks. | — Domestic lane not yet open. | Tier 3 |
| Everywhere elseDefault posture | Assume an offer requires local permission until a memo says otherwise. Sanctions and embargo screening sits on top of all of it. | None until cleared. | — | Tier 3 |
Tier 1 Build a retail lane. A working exemption or venue exists.
Tier 2 Professional now. Open immediately, no new licence.
Tier 3 Marketing geo-fence. No offer, no promotion, no local-language page.
04
Brazil — the four routes
Brazil is the useful worked example because the regulator has already ruled, the rails exist, and the answer splits cleanly by investor class.
| Route | Ceiling | Who can buy | Custody | Time to market |
|---|---|---|---|---|
| Professional placementForeign paper, as is | None | Investidor profissional — R$10m+ in investments | Non-custodial works | Open today |
| Res. 88 crowdfundingLocal SPV, local security | R$15m per 12 months | Retail, capped at R$20k per year unless qualified | Non-custodial works | A quarter. Pilot-sized |
| Res. 160 full offeringLocal issuer | None | Retail, unrestricted | Non-custodial works | 6–12 months, prospectus + coordinator |
| BDRMirror of the foreign security | None | Retail, unrestricted | Custodial by construction — a Brazilian depositary holds the underlying | 6–12 months |
~151,000
Packs of R$99 that fit inside a single Res. 88 year. The binding constraint is the issuer's R$15m ceiling, not the retail investor cap — at fan ticket sizes, crowdfunding is a real distribution channel, not a token gesture.
15%
Flat tax on offshore financial assets under Lei 14.754/2023, with annual declaration. FX was liberalised by Lei 14.286/2021. A Brazilian may lawfully own foreign paper — the restriction binds us as seller, not them as buyer.
CVM
Not Bacen. The VASP regime (Lei 14.478/2022, in force Feb 2026) governs virtual assets; tokenised securities stay with the CVM. Non-custodial keeps us out of the Bacen perimeter and changes nothing about the CVM one.
What counts as an offer in Brazil
Portuguese-language marketing, BRL pricing, PIX or other local rails, local influencer campaigns, anything aimed at Brazilian users. Reverse solicitation is read narrowly. The geo-fence has to be a marketing geo-fence, not a checkout geo-fence — the same lesson the SPK has been teaching in Türkiye, where enforcement runs through access blocks on Turkish-language sites rather than on the checkout page.
05
Disclosures — what each lane actually costs in paper
At issuance
- Home-regime document: an EU prospectus or an exemption memorandum, a Swiss FinSA prospectus, a US Form 1-A for Reg A+ or a private placement memorandum for Reg D.
- Local-language offering document in every market where we actually distribute — not a translated marketing page. Brazil requires Portuguese and applies strict material publicitário rules: consistency with the offering document, mandatory warnings, no return language.
- Token-level restrictions written into the contract: legends, lock-ups, and the Reg S distribution compliance period where the US lane is in play.
After issuance
- Ongoing issuer reporting per regime — annual and semi-annual accounts, material event disclosure. This is a permanent cost centre, and it is the part fan-facing product teams consistently underestimate.
- Wallet-level KYC and AML maintained in the identity registry. Self-custody does not mean anonymous; it means the registry, not a custodian, is the record of who is eligible.
- Secondary market surveillance. Whoever operates or points at a venue inherits obligations — including, in most regimes, when that venue is a DEX.
06
What the answer implies for the architecture
One issuance rail, one control plane, a distributor network added one licence at a time. The identity registry is what makes a single instrument legal in twelve different countries at once.
07
Two decisions before anything else
Permissioned token, or freely transferable?
Recommendation — permissionedFree transferability is what breaks a compliant primary. Sell correctly in five countries on Monday and the paper is in forty by Friday, several of which we are not licensed for. Permissioning is not a compromise on the crypto side; it is the thing that makes global distribution legal at all.
Do we hold the distribution licences, or partner per market?
Recommendation — partner firstLicences are slow, local and capital-hungry; the registry is the asset we should own. Partner per market, keep the identity registry and the membership layer in-house, and revisit owning a licence only where volume justifies it. Liqi is exactly the right shape for Brazil — as local issuer of the mirrored security, not as a pipe for a foreign token.
08
Next steps
Now
Brazil professional lane is already open — foreign paper to investidores profissionais needs no new licence, only a local placement agent. That is the fastest proof of demand in the market Alex named.
This quarter
Scope a Res. 88 pilot with an authorised platform. R$15m is roughly 151,000 packs at R$99 — enough to test the pack economics with real Brazilian retail rather than argue about them.
In parallel
Confirm the MiFID distribution rail for the EEA. The Socios Europe CASP licence does not cover a security, so this is a gap to close before any European retail lane opens, not after.
Open item
Does Chiliz or Socios hold, or intend to seek, a Turkish CASP licence under Law 7518? It matters for the $GAL layer as well as any future domestic equity lane, and no answer is on file.