O que é um STO? Guia de Oferta de Token de Segurança e Benefícios

From a legal perspective, it can be argued that most Initial Coin Offerings (ICOs) were, in fact, Security Token Offerings (STOs).

O Teste de Howey

The Teste de Howey defines a “security” as having the following attributes:

Qualquer contrato, transação ou esquema pelo qual (a) uma pessoa investe dinheiro ou qualquer outra coisa de valor, (b) em uma empresa comum, (c) e espera obter lucros, (d) predominantemente dos esforços de terceiros.

While Cingapura tenha demonstrado historicamente sinais of not following the exact same definition of a security, the majority of the world follows the United States definition and interpretation.

Casos de Uso Potenciais

If you are considering a token offering, an STO is the appropriate vehicle for a wide variety of assets. This structure is ideal for the tokenization of real estate or other real-world assets, as well as traditional securities and companies. When applied to corporate shares, this is often referred to as an “Equity Token Offering” or “ETO”.

The versatility of the STO extends to the tokenization of venture funds, incubator programs, and even commodities like precious metals or oil. Essentially, if the goal is to offer profit-sharing rights in a business entity, an STO provides the necessary legal framework.

Vantagens de um STO

There are numerous advantages to performing an STO compared to traditional methods or unregulated ICOs. Primarily, security tokens can offer 24/7 liquidity and fractionalization of assets, such as real estate, which were previously illiquid or difficult to divide. From an operational standpoint, they are generally simpler and more cost-effective to launch than a traditional Initial Public Offering (IPO).

Furthermore, STOs provide investors with greater transparency and legal certainty than the ICO model. Because compliance features—such as Know Your Customer (KYC) and Anti-Money Laundering (AML) checks—are “baked into” the token itself, managing the investor base becomes significantly easier. This structure allows issuers to raise funds in a manner compliant with specific SEC exemptions (e.g., Reg CF, Reg A+).

Desvantagens de um STO

Despite the benefits, executing an STO comes with specific hurdles. Issuers must navigate careful tax structuring and often face complicated corporate setups that require specialized legal advice. Consequently, compliance requires a significant upfront investment in reputable law firms.

Additionally, these offerings are subject to strict regulations regarding asset transferability. This often includes limitations on resale, such as a 12-month lock-up period for certain exemptions. Depending on the specific legal structure chosen, the number of investors might also be capped (e.g., 99 investors for certain private funds), which can limit the scope of the raise.

Resumo

Executing an STO requires more legal and corporate diligence than an unregulated ICO, but the rewards are reduced legal uncertainty and the ability to raise funds in a compliant manner. By following a strategy advised by proper legal counsel, your STO can raise capital without jeopardizing the future of the founders or the corporate entity itself.