🔰Legal developments

O Ribus token como moeda de troca

Cryptocurrencies or, as we prefer to call them, cryptoassets, are interesting for any company, large or small, with great financial health or even those that need strategies to monetize themselves. Want to know how? So let's go.

It has been frequent to come across “step the point” and “rental” signs posted on the doors of small establishments throughout Brazil. The fact is that, for two consecutive years, the country has closed more companies than opened.

Among the reasons that explain why the mortality rate in the corporate world has been so high is the delicate Brazilian macroeconomic situation, in addition to the lack of preparation of entrepreneurs to deal with strategic and financial planning.

In this sense, all that entrepreneurs, especially newbies, want the most is something that works as a demand thermometer, that indicates whether it's time to warm up the engines or slam on the brakes. This thermometer exists and is called Utility Token, or as some also like to call it, Consumer Token, User Token (User Token) and finally, App Coin. asset works as a password that gives access to a product or service that will be offered by the company in the future. It is as if it were, therefore, a pre-sale in which interested parties present themselves in advance, giving the entrepreneur time to prepare to meet the demand.

As such, the utility token is not an investment – and so is not circumscribed by the Securities and Exchange Commission regulations.

To be regulated by the CVM (Securities Commission), the instruments must be considered securities and, therefore, be subject to certain disclosure and registration requirements according to the list of securities in Art. 2 of Law 6,385/76 and by the American rules of the SEC, Securities and Exchange Commission, in accordance with the Securities Act of 1933 and the Securities Exchange Act of 1934.

These rules came on the heels of interest in protecting investors and regulating financial instruments. That's why the US Supreme Court created the Howey Test, also used in Brazil, to determine whether certain transactions qualify as investment contracts or not, such as utility tokens.

However, this does not mean that there is no money involved. The point is that profitability is not the purpose of issuing utility tokens, but raising capital to develop a product or a service. We can understand the entire system of a utility token, taking as an example Filecoin, a decentralized data storage network, which is based on Blockchain. The project raised $257 million from the sale of its utility tokens and aims to not only create a new virtual asset, but a new market for unused computer memory.

Just as an AirBnB treats unoccupied rooms inside residences, allowing travelers to pay to use this space that is not being used, Ribus Token aims to help offer products and services related to the real estate market, and consequently seek to expand the range of businesses. and activities connected to it, renting, exchanging, acquiring an architectural project, a report from a civil engineer, in short, “n” activities in the real estate sector. The creators and representatives of the company, say that the intention is to bring together users from all over the world to “build the most powerful network of real estate products and services in the cloud”. To this end, the funds raised will be directed towards improving and seeking opportunities, and the creation of new software, among others.

In its Whitepaper, at the time of the sale of resources, Ribus explains how this type of operation works: “The Simple Agreement for Tokens is a legal contract, where there is a commitment to deliver products and services to the Token acquirer. Think of it a bit like a forward contract: the seller sells the tokens ahead of schedule to a buyer (you); the seller must have the products and services offered on the adjusted timeline, or else build partnerships for that.

He adds that he chose this model due to the nature of token pre-sales and regulatory concerns about investing in token networks. “It turns out that the majority of investors we consulted prefer this framework, as it clearly sets out risks, includes clauses that address threats of failure, and legally binds the seller,” they explain.

Utility token creators often refer to launch events as TGEs, Tokens Generation Event or TDEs, Tokens Distribution Event to avoid confusion with a securities offering , where the knowledge and approval of the CVM (Securities Commission) is mandatory.

Despite the advantages, the market is still maturing in this regard, albeit with surprising speed. Of the majority of projects that are known, only a small part refers to actual utility tokens; there are many that are confused with Security Tokens, according to the Token Report. The figures, however, are gigantic. Utility asset fundraising has raised more than $5 billion worldwide.

Therefore, on the part of the entrepreneur, the lesson to be learned is: issuing a utility token means the possibility of raising funds and testing the demand for products or services - which is not bad especially in relation to the current scenario of political uncertainties. and economic.

In turn, thinking from the consumer's side, does it make sense to pay in advance for a service? Yes, for a number of reasons.

The first of these is the possibility of, in general, paying less than people who did not participate in the crowd sale — the initial round. This is because, after the launch, the demand grows and the entrepreneur usually includes a kind of premium in the price.

A second reason is that utility tokens end up becoming a kind of protection against defaults, ensuring that the good or service you want to consume will actually be available in the future.

Third, imagine a situation similar to the person who buys an airline ticket well in advance. It means that the cost-benefit was, at the very least, satisfactory. Because many times, people may actually prefer to set aside some of their money and lock the amount for a certain type of consumption, which is a priority. This includes avoiding the temptation to spend the money on something else. Here in Brazil, many investors are betting heavily on utility tokens, which have a very consistent project behind them.

Utility Token is the result of a market demand for easier access to financial resources. Another important factor is the technology involved, in which companies will be able to enjoy numerous uses for their own coins.

All the technology to do this is open and available to anyone who wants to use it. But it is essential to keep in mind that what will add value to the virtual currency is the project that will support the use of the utility crypto asset, and never the currency itself, in isolation. That's why the term reputation coins was created. In other words, what really matters is not just the technology of a crypto asset, but the reputation it has in the market. That is, to act in the world of digital assets, it is necessary to evaluate a range of variables that are linked to that asset.

Usually in a crypto asset's Whitepaper, you will find the team of professionals and companies involved in the project, as well as its usability. And once again: in this case, the last thing that should be analyzed is the valuation item, since a virtual currency will only be important if the project in which it was conceived is really a success.

In other words, the lesson we must learn is that a virtual currency does not arise by itself. For this reason, it is necessary to understand how it was created, what it is for and what it is used for. This is how we will all validate good initiatives, be true supporters, and preserve the sustainability of future utility coins and of this whole new revolutionary ecosystem that is emerging in front of us.

Regarding the Ribus Token, we present some relevant and essential considerations for this White Paper.

The methodology is based on the historical analysis of the event, its developments, legislation on the subject and conclusions about the condition of said digital asset.

The existence of monetary instruments parallel to the “official” ones is not a recent phenomenon: throughout history, there have been different forms and occasions in which parallel currencies circulate. However, in recent years these instruments have merged with technology, reaching a virtually limitless reach.

We evaluate the specific case of the highly technologically complex digital token called Ribus Token, and describe the positions adopted by a number of jurisdictions in this regard, compared to the many others so called. It is a more palatable approximation of the language of Information Technology and Economics to the operators of Law. The interest is to propose a legal definition of the meaning of recognizing in the Ribus Token, a tool for accessing products and services, although the discussion about whether or not it is currency is only one of the possible discussions.

It explores which regulatory options have been adopted by States that are forced to take a position in relation to virtual currencies in general. It can be seen that the terminology chosen by the jurisdictions in the treatment of these Assets results in their inclusion in different categories of Law and, as a direct consequence of this, the legal implications vary according to the terminology adopted. The main treatment given to the best known, called Bitcoin, will be our paradigm for this Legal Opinion.

By way of taxation, each State is concerned with legally classifying virtual currencies according to the specific regulation that is intended to apply.

According to the survey, more than 62 jurisdictions have already taken a position in relation to virtual currencies. With increasing attention paid by international regulatory bodies – such as the European Central Bank and the International Monetary Fund – Virtual Assets, such as ATMC, reinforce their potential and limitations, especially with regard to the challenges faced by effective regulation.

This leads us to the conclusion that seeks to reinforce that the legal treatment given to new phenomena is not uniform, and that, once faced by the bias of economic theory that recognizes the existence of parallel currencies, the Ribus Token can be more easily apprehended in an apparatus regulatory.