What can you legally say when marketing a token launch?
In several major markets, less than you think, and in some of them nothing at all unless the promotion travels by one of a few permitted routes. Marketing a token to retail investors is a regulated activity in the UK and the EU, and in the US the question of whether the token is a security determines who is liable for the copy. This is not a compliance footnote to add at the end. It decides the concept, so it belongs at the start. None of what follows is legal advice.
Why is launch copy treated differently from normal advertising?
Because it is a financial promotion, and financial promotion rules bind the communicator rather than only the issuer. In the UK, an invitation or inducement to acquire a qualifying cryptoasset can only reach consumers by one of four routes: communicated by an FCA-authorised firm, approved by an authorised firm holding the section 21 approver permission, communicated by a cryptoasset business registered with the FCA under the money laundering regulations promoting its own token under the Article 73ZA exemption in the Financial Promotion Order, or covered by another exemption in that order. The third route is the one most UK-registered crypto businesses actually use, and it does not involve buying an approval from anyone. Whichever route applies, the promotion must carry the prescribed risk warning and must not offer incentives to invest such as referral bonuses. A direct offer financial promotion, meaning one that gives the reader the means to respond and acquire the asset there and then, carries more: a personalised risk warning, an appropriateness assessment and a 24-hour cooling-off period for first-time investors of that firm. Those requirements attach to the message, not to the medium.
That last point is the one teams miss. The regime does not distinguish between a television ad and a reply from the founder's personal account. If the substance is an inducement to acquire the asset and it can be received by a UK consumer, it is in scope, and the same logic applies to a Telegram broadcast, a meme with a price chart or a link in a Discord announcement.
The practical consequence is that the approval process has to cover everything the team says, not the campaign assets. Most launches have a signed-off landing page and thousands of unreviewed messages, which is precisely backwards relative to where the volume of risk sits.
Which rules apply where?
Three regimes matter most for an English-language launch, and they impose different things, so a campaign that satisfies one can breach another. Territorial scope follows the audience rather than the entity, so incorporating elsewhere changes nothing if UK or EU consumers can see the promotion.
| Market | What triggers it | Core obligations | Who carries the liability |
|---|---|---|---|
| United Kingdom | Any inducement to acquire a qualifying cryptoasset reaching UK consumers | One of four routes: communication or approval by an authorised firm, self-promotion by an FCA-registered cryptoasset business, or another exemption. Prescribed risk warning, no referral incentives, cooling-off only on direct offer promotions | Whoever communicates it, including staff and paid creators |
| European Union | Marketing communications for crypto-assets under MiCA | Clearly identified as marketing, fair and not misleading, consistent with the published white paper | The offeror or the person seeking admission to trading |
| United States | The token being treated as a security | Disclosure of the consideration received for promoting it and of the amount of it, under the anti-touting provision | The promoter personally, alongside the issuer |
| Most markets, generally | Any consumer advertising | No misleading claims, no omission of material risk, paid endorsements disclosed | Advertiser and agency jointly in practice |
What counts as a promotion in a Discord message?
Substance decides, not format or venue. A moderator answering a question about when the price is expected to rise has made a promotion. So has a founder replying to a sceptic with projected supply mechanics. So has a pinned message listing exchange listings alongside a target valuation. None of these look like advertising to the person writing them, which is exactly why they are the exposure.
Personal capacity does not help either. A founder posting from a personal account about their own token is not somehow outside the regime because the account has an anime avatar. Nor is a volunteer moderator, though the enforcement attention will land first on whoever benefits.
The workable control is a claims list. Write down what may be said about the asset, in the exact wording approved, and make it the only source anyone speaking publicly draws from. Everything outside the list goes unanswered or gets escalated. This is unglamorous, and it is the difference between a launch that survives scrutiny and one that does not.
What does this mean for paid creators?
Every material connection has to be disclosed, and a token allocation is a material connection. If a creator received tokens, an allocation at a discount, a vesting arrangement, a referral cut or a fee, the audience has to be told, clearly and in the post itself rather than in a bio or a linked page. In the US, section 17(b) of the Securities Act of 1933 prohibits promoting a security for consideration without disclosing both the receipt of that consideration and the amount of it, so a post labelled as paid but silent on how much was paid still breaches it.
Saying I am invested is not a substitute for saying I was paid. Nor is a hashtag buried under a fold or a disclosure that appears only in the description of a video where the claim was made verbally. The test the FTC applies is whether an ordinary member of the audience would notice and understand the connection at the moment they see the claim, and where the token is a security that is the lower bar of the two: section 17(b) also wants the amount and nature of what was paid, which is what the SEC's celebrity touting orders have turned on.
Put it in the contract, and keep the records. Require disclosure in a specified form, require the creator to preserve the content for a defined period, and keep copies yourself. When a promotion is later questioned, the absence of records is treated far less kindly than the promotion itself.
What breaks a launch after the fact?
Undisclosed insider allocations, more than anything. Public ledgers make distribution auditable by anyone with an afternoon and a block explorer, so an allocation that was not in the published documentation will be found, and it will be found by someone hostile. If the tokenomics chart in the deck does not reconcile with the chain, assume that becomes the story.
Second is claims made in chat that contradict the formal documents. A roadmap in the white paper that says exploring exchange listings and a moderator saying listings confirmed for next month is a discrepancy that survives in screenshots long after the message is deleted. Deletion, in fact, tends to make it worse, since deleted messages read as consciousness of guilt and members screenshot everything.
Third is any incentive to invest: refer-a-friend bonuses, tiered referral rewards, allocation for recruiting others. These are restricted in the UK regime specifically, and they structurally resemble the thing regulators are most alert to.
What should be in place before launch?
Five things, all of which are cheap before launch and impossible after. An approved claims list with exact permitted wording. A named approver for anything outside it. A promotions log recording what was published, where, by whom and when it was approved. Contracts with every paid creator requiring disclosure and content retention. And a decision, in writing, about which markets are excluded and how that exclusion is actually enforced.
That last one deserves attention because it is usually theatre. A checkbox asking users to confirm they are not in a restricted jurisdiction does very little if you are simultaneously advertising into that jurisdiction and your community is full of people there. Exclusion has to be reflected in targeting, moderation and access, or it is not exclusion.
The test to run before you launch: pick three messages at random from your Discord moderators and your founder's public account, and read them as though a regulator were reading them cold, without context. If any of them would need explaining, your controls are not in place yet.
Common questions
- Is marketing a token a financial promotion?
- In the UK, an invitation or inducement to acquire a qualifying cryptoasset is a financial promotion, which means it has to reach consumers by one of four routes: communicated by an FCA-authorised firm, approved by an authorised firm with the section 21 approver permission, communicated by an FCA-registered cryptoasset business promoting its own token under the Article 73ZA exemption, or covered by another exemption in the Financial Promotion Order. It must carry the prescribed risk warning and must not offer incentives such as referral bonuses, and if it is a direct offer financial promotion it additionally requires a personalised risk warning, an appropriateness assessment and a 24-hour cooling-off period for first-time investors. The rules apply to the substance of the message rather than the format, so a Telegram broadcast or a founder's personal post is in scope.
- Do MiCA rules apply to crypto marketing?
- Yes. Under the EU framework, marketing communications for crypto-assets must be clearly identifiable as marketing, must be fair, clear and not misleading, and must be consistent with the published white paper. The consistency requirement is the one campaigns most often fail, because launch creative is typically written after the white paper by people who have not read it closely.
- Do crypto influencers have to disclose paid promotions?
- Yes, and a token allocation counts as payment. Any material connection, including tokens received, discounted allocations, vesting arrangements, referral cuts or fees, must be disclosed clearly within the post itself rather than in a bio or linked page. In the US, section 17(b) of the Securities Act of 1933 requires a promoter of a security to disclose both the consideration received and the amount of it, so labelling a post as paid without stating what was paid does not satisfy it. Saying you are invested does not substitute for saying you were paid.
- Can a founder talk about their own token on a personal account?
- Not freely. Financial promotion rules attach to the message rather than the account, so a personal post that induces someone to acquire the asset falls in scope exactly as a paid advertisement would. Practically, this means founders and moderators need an approved claims list with exact permitted wording, and anything outside it should be escalated rather than answered.
- What most often causes problems after a token launch?
- Undisclosed insider allocations, because public ledgers let anyone reconcile the published distribution against the chain and hostile parties do. Then contradictions between formal documents and chat, such as a white paper describing listings as under discussion while a moderator states they are confirmed. Deleting the message rarely helps, since communities screenshot routinely and deletion reads badly on its own.
- How do you exclude restricted markets from a token launch?
- Not with a checkbox. A confirmation that the user is outside a restricted jurisdiction carries little weight if the project is advertising into that jurisdiction and its community is visibly full of people there. Meaningful exclusion has to show up in ad targeting, in moderation practice and in access controls, and the decision should be recorded in writing before launch rather than reconstructed afterwards.
