Key points
- Vesting spreads the actual acquisition of the rights attached to tokens over a set period between founders, teams and investors.
- This mechanism limits immediate dilution, protects the project against hasty departures and reassures investors during a public offer of crypto-assets.
- The framework rests mainly on the contract, which sets the allocation, the release schedule and the events that trigger acceleration or suspension.
- The SAFT (Simple Agreement for Future Tokens) organises the deferred acquisition of tokens according to predefined project milestones.
- Where the token is a financial instrument, it falls outside the scope of MiCA (Markets in Crypto-Assets Regulation, Regulation (EU) 2023/1114) and comes under the French Monetary and Financial Code and financial markets regulation.
- Imprecise drafting of the clauses weakens the agreement and exposes the parties to disputes over the validity or scope of the contract.
In the context of tokenised fundraising, setting up a vesting mechanism is an essential step in preserving the balance between the different interests of project owners, founders and investors. Providing a legal framework for the token lock-up period raises major issues: contractual certainty, regulatory compliance and tax treatment suited to French and European law.
The fundamentals of vesting in asset tokenisation
Vesting is the process by which the actual acquisition of the rights attached to tokens is spread over a set period. From the creation and acquisition of tokens, this mechanism organises their progressive allocation between employees, founding teams or strategic partners. It aims to limit immediate dilution and protects the project against hasty departures.
Adopting vesting also reassures investors during a public offer of crypto-assets, whether utility tokens or security tokens are involved. Explicitly including a token lock-up period helps anchor responsible governance and encourages the lasting involvement of stakeholders.
Which legal instruments can be used to structure token vesting?
The legal framework for vesting rests mainly on the contract. The contract sets out precisely the allocation terms, the schedule for progressive release and the events that may accelerate or suspend the lifting of the lock-up on the tokens. Different tools are used depending on the nature of the planned transaction. It is advisable to consult an ICO lawyer (in French) to oversee the drafting and structuring of these complex contracts.
Using a SAFT and its variants
The SAFT (“Simple Agreement for Future Tokens”) is one of the instruments commonly used in token pre-sales. It sets out the conditions for the deferred acquisition of tokens according to predefined milestones, such as the technical progress of the project or the success of the main fundraising round.
A well-drafted SAFT clearly specifies the amount, the price, the nature (utility tokens or security tokens) and the frequency of vesting. Although flexible, this type of agreement remains subject to the requirements of French law on contracts relating to digital goods.
Building vesting directly into the project documentation
Other arrangements build the vesting mechanism directly into the project documentation, such as the white paper or the articles of association of the company behind the project. This method explicitly documents the token lock-up period, the release arrangements and the consequences if the initial beneficiaries breach their commitments.
While this approach makes things easier to read for all participants in the issuance, it calls for greater care regarding the binding force of the clauses and whether they can be enforced against non-signatory third parties.
What are the legal limits and sources of disputes?
The legal framework for vesting has certain limits linked to the classification of tokens, compliance with contractual formalities and the management of technical risks on platforms. The distinction between utility tokens and security tokens has a direct effect on the applicable regime, particularly as regards investor protection and prudential supervision.
Legal classification and its impact on regulation
Where a token qualifies as a financial instrument (Article L. 211-1 of the French Monetary and Financial Code (CMF) (in French)), it is excluded from the scope of the MiCA Regulation (Article 2(4)) and comes under the Monetary and Financial Code and financial markets regulation. Vesting attached to security tokens then falls within a more restrictive framework, in particular as regards investor information (a prospectus in the case of a public offer) and the keeping of securities accounts, which may be done on a distributed ledger (Article L. 211-7 of the CMF (in French)).
For utility tokens, the approach remains less regulated but requires the contractual arrangements to be adapted to Title II of the MiCA Regulation on public offers of crypto-assets (a white paper notified to the AMF, the French financial markets authority, subject to exemptions; the offer of a utility token giving access to an existing good or service is excluded). Crypto-asset service providers (CASP, PSCA in French), for their part, must be authorised (Article L. 54-10-4 of the CMF (in French)), as the PSAN regime (the former French regime for digital asset service providers) ended on 1 July 2026. Close regulatory monitoring strengthens the legal structuring of these operations in the face of regular legislative changes.
Managing the risks of nullity and challenge
Imprecise drafting of vesting clauses may weaken the agreement and expose the parties to disputes over the validity of the contract, its scope or the precision of the reciprocal commitments. The objective criteria that trigger the progressive release of tokens must be described rigorously to avoid any contentious interpretation.
Disputes may arise if the mechanism does not set out the consequences of early termination resulting in the total or partial loss of the beneficiaries’ rights. Clear drafting and consistency with the French law of obligations remain essential to prevent any risk after the initial distribution.
How is token vesting taxed?
The taxation of tokens allocated subject to vesting varies according to several parameters: the nature of the token, the method of distribution (free or for consideration) and the status of the beneficiary (individual or legal entity, resident or non-resident).
Under French law, the tax treatment depends on the classification of the token: the regime for securities on the one hand, capital gains on crypto-assets under Article 150 VH bis of the French Tax Code (CGI) (in French) on the other, for example for utility tokens. The token lock-up period does not necessarily remove the taxable event: its date and nature (allocation, release, sale) are analysed case by case, as every situation is different.
Practical steps to make the legal framework sound
Structuring a vesting arrangement means combining robust technical mechanisms with precise contractual clauses suited to the law in force. Each agreement must include provisions on the schedule, the trigger thresholds and the effects of non-performance or early exit.
The coordinated involvement of lawyers, tokenomics experts and possibly notaries strengthens the overall reliability of the structure. Tailoring each arrangement helps anticipate potential disputes and preserve the rights of token holders throughout the vesting period.
For assistance: crypto-asset lawyer.
