In the BVI, issuing your own token is not a registrable activity, and in Panama and the Marshall Islands there is no general licence for issuing a utility or governance token. Cayman brings virtual asset issuance to the public within its regulated framework. Everywhere, a token that is a security, an issuer that provides services such as custody or exchange, or a team operating from Dubai can change the answer.
"Do we need a licence?" is usually asked as though the answer were a property of the jurisdiction. It is not. Two projects incorporated in the same place can get opposite answers, because the analysis turns on facts that incorporation does not change.
The three questions that decide it
What is the token?
A token that is, in substance, a security or an investment product is regulated as one in almost every jurisdiction, offshore or not. Profit sharing, redemption rights, revenue participation and marketing that promises returns all pull a token toward securities law. A token with genuine use on a functioning network points the other way. Our guide to utility and security token classification walks through the features that matter.
What does the issuer do beyond issuing?
Creating and distributing your own token is one activity. Running a market in it, holding users' tokens, moving tokens for users or providing launch services to other projects are different activities, and they are the ones regulators license. Most of the licensing problems we see come from issuers that drifted into services without noticing.
Where does the team actually work?
Onshore regulators look at where activity is carried on, not where the company is registered. A BVI or Marshall Islands issuer whose founders, marketing and treasury all operate from Dubai is conducting activity from Dubai.
Jurisdiction by jurisdiction
British Virgin Islands
The BVI Financial Services Commission's published position is that issuing your own virtual asset is not, by itself, a registrable service under the Virtual Assets Service Providers Act 2022. Registration is triggered by services: exchange, transfers for others, safekeeping, and participation in financial services related to an issuance. Separately, the Securities and Investment Business Act, whose investment definitions were modernised for digital assets in January 2025, decides whether the token itself is an investment. Detail is in does a BVI token issuer need VASP registration.
Cayman Islands
Cayman's Virtual Asset (Service Providers) Act expressly addresses virtual asset issuance, the sale of newly created virtual assets to the public, within the framework supervised by the Cayman Islands Monetary Authority. A Cayman entity planning a public sale therefore needs the perimeter answered before launch. That is one reason many projects use a Cayman foundation company for governance and treasury while the sale itself is structured elsewhere: see the Cayman foundation company for token projects.
Panama
Panama has debated a dedicated crypto-asset law but has no comprehensive virtual asset licensing statute in force at the time of writing, so a utility token issued by a Panama corporation is not licensed as such. Securities remain a matter for the Superintendency of the Securities Market, and AML obligations apply. See token issuance from Panama.
Marshall Islands
The Marshall Islands has no general licensing regime for issuing a utility or governance token, and its Decentralized Autonomous Organization Act 2022 gives DAOs a recognised legal form through the DAO LLC. Tokens with securities-like economics are analysed differently, so the DAO LLC's operating agreement is drafted with that line in mind. See the Marshall Islands DAO LLC guide.
United Arab Emirates
Dubai Law No. 4 of 2022 gives VARA authority over virtual asset activity carried on in or from Dubai outside the DIFC, and VARA's Virtual Asset Issuance Rulebook applies to issuance from Dubai whatever the issuer's place of incorporation. Fiat-referenced tokens aimed at the UAE market sit in dedicated regimes: VARA's FRVA category, or the CBUAE's Payment Token Services Regulation for dirham-referenced tokens. Tokens that are securities belong with the securities regulators: the Capital Markets Authority federally, the DFSA in the DIFC and the FSRA in ADGM. See the VARA Issuance Rulebook guide.
Getting the answer in writing
The answer should exist as a short written perimeter analysis before the token generation event, on the project's actual facts: the token's features, the issuer's functions and where each person works. It is the document a listing exchange, an institutional investor or, if it comes to it, a regulator will ask to see, and it is far cheaper to write before launch than to reconstruct afterwards. Neo Legal prepares it as part of every token issuance engagement.
Frequently asked questions
Do I need a licence to issue a token in the BVI?
Not for the issuance itself. The BVI FSC's published position is that issuing your own virtual asset is not a registrable service under the VASP Act 2022. Registration is needed if the issuer also provides services such as exchange, custody or transfers for others, and the Securities and Investment Business Act applies if the token is an investment.
Can I issue a token from a Cayman company without involving CIMA?
Not safely without analysis. Cayman's Virtual Asset (Service Providers) Act addresses virtual asset issuance to the public within CIMA's framework, so a public sale from a Cayman entity needs a perimeter review before launch. Many projects use a Cayman foundation for governance and treasury and structure the sale separately.
Is token issuance regulated in Panama?
Panama has no comprehensive virtual asset licensing statute in force at the time of writing, so issuing a utility token is not licensed as such. Securities law applies to tokens that are securities, and AML obligations apply.
Does a Marshall Islands DAO LLC need a licence to issue governance tokens?
There is no general licensing regime for issuing a utility or governance token in the Marshall Islands. Tokens with securities-like economics are treated differently, so the DAO LLC's operating agreement and the token design are drafted with that line in mind.
If my token issuer is offshore, can my team still need a VARA licence?
Yes. VARA's perimeter follows virtual asset activity carried on in or from Dubai, and its Issuance Rulebook applies to issuance from Dubai regardless of where the issuer is incorporated. A UAE operating company, real offshore governance and a written perimeter analysis are the usual answer.
What makes an issuer need a licence even where issuance is unregulated?
Services. Operating a trading venue, holding users' tokens, transferring tokens for users, running staking or bridging for the community, or providing launch services to other projects are licensable activities in most jurisdictions, even where issuing your own token is not.
This article is general information on the position at the date shown and is not legal advice. Token classification and licensing turn on the specific facts of each project; speak to us before relying on it.
