01
Indicators in the Design
Economic rights resembling profit distribution, an expectation of returns and holder bonuses.
Medici Expert Cases
Switzerland: From Security Features to a Utility Token, Legal Opinion and Listing
Investors would not join the round while the token appeared to give holders a share of profits. In two weeks we restructured the token as pure utility. A Swiss Legal Opinion, the investment round and listings on three exchanges followed.
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Case
at a Glance
Client:
Token issuer / ecosystem project, Swiss SRO member
Situation:
Raising investment and preparing the token launch
Challenge:
Investors' counsel identified the token as a likely security
Medici Scope:
Token classification · Tokenomics and whitepaper · Smart-contract specifications · Legal Opinion coordination
Jurisdiction:
Switzerland (FINMA, SRO), with EU criteria applied
Timeline:
Tokenomics and whitepaper: 2 weeks · Full project: [[timeline]] · [[year]]
Outcome:
Utility classification, Legal Opinion, listing on 3 exchanges
Context
Everything was ready except the classification.
A Swiss company and SRO member was raising capital and preparing to launch a token within its product.
Tokenomics, whitepaper and smart-contract logic were complete. The remaining steps were closing the round and listing, until investors' counsel reviewed the token.
The Challenge
Three security indicators and a fixed deadline.
01
Swiss Opinion Required
Investors would proceed only with a Legal Opinion from a Swiss law firm.
01
Listing Blocked
Exchanges required a clean classification, and the timeline was tight.
From Security Indicators to Listing
01
Audit
Tokenomics, whitepaper and smart-contract logic reviewed for security features.
02
Risk Map
What must be removed, what must change, what can remain.
03
Restructure · 2 weeks
Tokenomics and whitepaper fully reworked.
04
Smart-Contract Specifications [[timing]]
Changes fixed in the technical requirements.
05
Legal Opinion [[timing]]
Package prepared for Swiss counsel.
06
Investors and Listing [[timing]]
What Made the Case Difficult
Security features can sit in the code, not only in the whitepaper.
01
FINMA Token Categories
In plain terms: FINMA classifies tokens into three categories.
Payment tokens function as a means of payment.
Utility tokens provide access to a service.
Asset tokens give holders economic rights, such as a share of profits, and are treated much like securities.
01
Economic Rights
Any economic right for holders moved this token towards the asset category.
01
MiFID II, Not MiCA
In the EU, the boundary is set by MiFID II, not MiCA. A token with revenue share would not be a MiCA crypto-asset; it would be a security.
01
The Code Matters
The code matters. Revising the whitepaper is insufficient if the smart contract still distributes profit.
Our Approach
Targeted changes based on the risk map.
01
Focused rework.
Only elements flagged by the risk map were changed, which kept a full restructuring within two weeks.
02
Pure utility.
Access to services, an internal unit within the product, and incentives through access tiers rather than returns.
Revenue share and fee distribution → removed. Passive returns → access tiers.
03
Staking retained, reframed.
Moved to an access and loyalty model, keeping engagement without yield-product features.
04
Changes fixed in the code specifications.
No dividends, no centralised issuance, no profit-sharing.
Centralised issuance → excluded in the smart-contract specifications.
The Outcome
Utility classification, Legal Opinion, listing on 3 exchanges
01
Legal Opinion
A Swiss law firm confirmed the token is a utility token and not subject to securities regulation.
02
Defensible Design
New tokenomics, whitepaper and smart-contract specifications without security features.
03
Round and Listing
The investment round proceeded and the token listed on Bitget, Gate.io and KuCoin. [[confirm exchange names can be used]]
Preparing a Token for a Round or Listing?
Three points to check early.
01
Investors' counsel reviews the token before any regulator.
Their conclusion can block a round just as effectively.
01
Security features can sit in the code.
Not only in the whitepaper.
01
Staking does not have to be removed.
It can move from a yield model to an access model.
Review Your Token for Security Features
Send us the tokenomics or whitepaper. We will map the risks and define what needs to change.
Discuss Your Case