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Mirsatori provides consulting services for NFT projects, ranging from legal risk analysis to the development and implementation of AML procedures, as well as intellectual property protection. We advise on the legal aspects of launching NFT marketplaces and issuing NFT collections and tokens, taking into account applicable regulatory requirements.
The NFT industry is evolving faster than traditional regulation, with legal frameworks taking shape in parallel with market growth. Working with specialist counsel helps structure projects from day one in line with applicable rules and established market best practices.
With legal support, you get:
Guide to core legal frameworks for NFT projects
Legal audit and risk assessment
Comprehensive review of the project’s business model from a legal and regulatory perspective.
Determination of the legal status of NFTs in the relevant jurisdictions (e.g., utility token, digital collectible, security token).
Development of a structured assessment of legal, regulatory, and reputational risks, together with practical mitigation recommendations.
Intellectual property
Verification of the existence and scope of rights required for the creation, minting, and commercialization of NFTs.
Clear allocation of rights transferred to the NFT purchaser and rights retained by the creator or rights holder.
Drafting of agreements and licenses governing the use of underlying content and associated NFTs.
Advisory on strategies to prevent and respond to copying, counterfeiting, and unauthorized use.
Documentation support
Drafting platform and marketplace user terms for NFT projects.
Preparation of terms governing primary issuance and secondary trading of NFTs.
Drafting privacy policies aligned with GDPR and applicable local data protection requirements.
Legal review of smart contract logic to ensure it matches the stated terms and user-facing documentation.
AML / KYC compliance
Review of the project’s exposure to anti-money laundering and counter-terrorist financing risks, including assessment against applicable regulatory standards.
We provide consulting services on the implementation of procedures and the integration of AML/KYC processes into the platform’s operations.
Guidance on regulatory requirements for appointing responsible officers, including a Money Laundering Reporting Officer (MLRO).
Delivery of training programs on AML/KYC compliance and identification of suspicious transactions.
NFT marketplace launch
Guidance on the optimal country of incorporation, taking into account regulatory positioning and tax considerations.
Designing a legally robust structure, including the operating entity, an IP holding vehicle, and treasury functions where appropriate.
Consulting on determining the need for licenses and the process of obtaining them.
Advisory on integrating fiat and crypto payment solutions in line with applicable regulatory requirements.
NFT collection support
Assessment of the collection’s concept to identify potential legal and regulatory risks prior to launch.
Structuring royalty mechanisms for secondary sales of NFTs.
Drafting agreements with artists, brands, and other project participants.
Legal advisory services for implementation mechanisms (whitelists, auctions, lotteries).
Dispute resolution and protection of interests
Advice on disputes with users, partners, and counterparties.
Advising on audits and preparing responses to requests from regulatory authorities.
Advisory on fraud, hacks, brand misuse, and unauthorized use of content.
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Comprehensive legal diagnostic of the project, including review of the business model, participant roles, sales channels, payment flows, and user journeys. Identification of the applicable regulatory framework and mapping of key legal risks and priorities.
Design of the NFT project’s legal architecture, including corporate structuring, allocation of functions, IP framework, and operating model for engagement with users and partners. Determination of the legal classification of NFTs and related functions in target jurisdictions.
Preparation of the documentation package for the platform and sales, including Terms of Service/User Agreement, primary sale and secondary trading terms, privacy policy, disclosures, and dispute resolution provisions. Drafting of agreements with artists, studios, brands, vendors, and partners where required.
Consulting services on user identification and verification, developing a risk-scoring approach, transaction monitoring, and flagging suspicious transactions. We assist in drafting internal policies and assigning responsibilities (including recommendations regarding the role of the MLRO/Compliance Officer, where applicable).
Legal alignment of minting and distribution parameters, sales mechanics (whitelists, auctions, raffles), royalty structures, and user disclosures. Ensuring consistency between smart contracts, platform interface, and user-facing documentation.
Continuous legal oversight, including updates to documentation, compliance procedures, and internal policies in response to product evolution and regulatory changes. Support in interactions with counterparties and regulators, as well as handling pre-litigation matters and disputes where necessary.
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Spain is one of the few countries where the government has officially defined the term “innovation” and incorporated it into Law 28/2022, “On the Development of the Startup Ecosystem.”
It depends on the jurisdiction and the platform’s functionality. Licensing may be required if the platform provides regulated services (e.g., processing payments, holding user funds, facilitating exchanges or settlements, or offering custodial services).
As a general rule, the purchaser acquires ownership of the token and the right to transfer or resell it. Rights in the underlying content (image, music, video, etc.) arise only if expressly granted through a license or assignment set out in the sale terms or licensing agreement.
In many jurisdictions, AML/CFT requirements apply to certain NFT business models and related service providers. In practice, implementing baseline AML/KYC procedures in advance is advisable, particularly where fiat payments, high transaction volumes, or an international user base are involved.
Yes, but only where there is a valid legal basis, such as a license, agreement with the rights holder, or other lawful authorization to use the content. Absent such rights, minting and selling NFTs may constitute infringement of exclusive intellectual property rights.
Yes. If royalties on secondary sales are expected, the mechanism should be clearly reflected in platform documentation and aligned with the smart contract logic. Marketplace rules and applicable legal limitations must also be taken into account.
The tax treatment depends on the jurisdiction, the parties’ status, and the nature of the income (business income, capital gains, VAT or similar indirect taxes, royalties). A proper structure typically requires tax qualification of revenue streams and alignment of contractual terms with accounting and reporting practices.
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