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Web3 LegalFrom the regulatory classification of token designs to NFT terms of use and contracts with overseas businesses, our attorneys sort out the issues from the planning stage.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
Tokens · NFTs · DAOs · Overseas alliances

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to Web3 Legal matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

Reviewing token design by working back from regulatory classification

Labels such as utility or governance do not by themselves determine a token's regulatory status. We individually confirm, from how consideration is received, transferability and the degree of the issuer's involvement, whether the design is closest to a crypto asset, a prepaid payment instrument, loyalty points or a security. We put the scope of rights that NFT holders obtain into your terms and explanations in words that will not be confused with ownership or copyright.

  • Your NFT membership service is about to launch, but its regulatory classification has not been confirmed
  • Opinions within the company are divided on the token issuance scheme
  • You have not worked out the royalty design for secondary trading
  • You are about to sign an overseas business's contract as is

Why LegalAgent

With LegalAgent, you can sort out token issues at the planning stage

We support the design of your Web3 business in three ways: fast answers, fees you know before we start, and deliverables you can use as they are in your terms and explanations.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    We identify the issues before issuance terms are set

    We answer contract reviews and routine legal questions within one business day as a rule. Identifying the regulatory issues before you finalize the issuance terms makes it easier to avoid design changes later.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    We agree on the issues and the fee up front

    We ask how many token design issues there are, whether the terms are new or being revised and whether any contracts are in English, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Deliverables

    • Regulatory classification memo
    • Draft NFT terms of use
    • Draft explanation of rights

    Wording purchasers will understand correctly

    We set out what holding the NFT does and does not provide, divided into the terms, the explanation of rights and internal explanatory materials, and deliver them in a form you can use as is.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the issuance terms; attorneys decide the regulatory category

The AI Agent extracts issues from scheme materials and draft terms and prepares first drafts; attorneys judge whether the design is closest to a crypto asset, a prepaid payment instrument, loyalty points or a security.

AI Agentdoes the work

  • Maps how consideration is received and transferability from scheme materials
  • Draws on past analyses and templates
  • Drafts NFT terms of use and explanations of rights

Attorneysmake the judgment

  • Judge whether it falls under crypto assets, prepaid payment instruments or securities
  • Judge whether DAO-style operations fit your existing entity and contracts
  • Take responsibility for the final terms and explanations
ConsultationAnalysis memo and draft terms delivered
  1. STEP 01Confirming the business scheme and token and NFT design

    Review the entire business scheme and set out the issues requiring regulatory classification analysis and their priority

    List of points to confirm and the approach to the analysis

  2. STEP 02Organizing regulatory classification and rights design

    Determine whether the design is closest to a crypto asset, a prepaid payment instrument, loyalty points or a security, and confirm the rights of NFT holders

    Memo on regulatory classification and list of rights design issues

  3. STEP 03Preparing terms, explanations and draft contracts

    Prepare NFT terms of use, explanations of rights for holders and proposed revisions to alliance agreements

    Draft NFT terms of use, draft explanation of rights, proposed contract revisions

  4. STEP 04Internal explanations and organizing the operating structure

    Set out the risks in the business design and the response strategy in a form that management and business divisions can easily use to make decisions

    Internal explanatory materials

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

For token design, NFT terms, DAO operations and overseas alliances, this map sets out how each starting point connects to the deliverables.

  1. 01

    We have planned a membership service using NFTs but are proceeding with development without confirming the regulatory classification

    If left aloneAfter the service is released, it turns out to fall under crypto assets or prepaid payment instruments, forcing changes to the terms and a redesign of the service

    What we doConfirm the NFT issuance terms, how consideration is received and the value provided to holders, and consider whether it is closest to a crypto asset, a prepaid payment instrument or loyalty points

    What you receive
    • Memo on regulatory classification
    • Business scheme diagram
    • List of design issues

  2. 02

    We cannot judge on our own whether the token we plan to issue is a crypto asset

    If left aloneStarting sales and circulation on a mistaken classification, so that the issuance scheme must later be changed or sales suspended

    What we doConfirm the purpose of issuing the token, whether it is issued for consideration, its transferability and the degree of the issuer's involvement, and set out the regulatory categories it may fall under and the points to confirm individually

    What you receive
    • Issue analysis memo on token design
    • List of points to confirm
    • Internal explanatory materials

  3. 03

    We want to organize secondary trading royalties for NFTs and the design of the terms of use

    If left aloneStarting sales while the method of collecting royalties on secondary trades and the rights of NFT holders remain vague, leading to misunderstandings and disputes with purchasers

    What we doConfirm the rights purchasers obtain by holding the NFT, the royalty design for secondary trades and the relationship with the marketplace's terms of use

    What you receive
    • Draft NFT terms of use
    • Draft explanation of rights for holders
    • Memo checking consistency with marketplace terms

  4. 04

    We want to adopt DAO-style operations and community decision-making, but have not worked out their legal positioning

    If left aloneOperations proceed while the decision-maker and the location of responsibility remain unclear, leading to disputes with participants over rights and obligations

    What we doConfirm the decision-making mechanism in DAO-style operations, the relationship with participants and consistency with existing corporate and contractual relationships

    What you receive
    • Memo on the operating structure
    • Draft explanation for participants
    • Memo checking consistency with existing contracts

  5. 05

    We need an analysis under Japanese law for a partnership with an overseas Web3 project

    If left aloneSigning the overseas business's contract as is, so that the partnership proceeds on premises about governing law, allocation of responsibility or regulatory compliance that do not fit your actual business

    What we doConfirm the nature of the partnership, the provision of funds or technology and the governing law and dispute resolution clauses, and set out the regulatory compliance under Japanese law and the points to revise in the contract terms

    What you receive
    • Proposed contract revisions and comments
    • Memo on governing law and jurisdiction clauses
    • Internal explanatory materials

Scope of our Web3 legal support

From the regulatory classification of tokens and NFTs to terms of use, DAO operations and the review of contracts for overseas alliances, our support is set out by issue.

Regulatory classification and token design
We confirm the issuance terms of tokens and NFTs and determine whether the design is closest to a crypto asset, a prepaid payment instrument, loyalty points or a security.
  • Reviewing token and NFT issuance schemes
  • Legal analysis of the overall business scheme
NFT terms of use and design of holder rights
Based on the sale and secondary trading of NFTs and the value provided to holders, we prepare the terms of use and the explanation of rights.
  • Preparing NFT sale and terms of use
  • Reviewing secondary trading and royalty design
  • Preparing explanations of rights for holders
DAO-style operations and community design
We set out the legal positioning when adopting decision-making by token holders or community operations.
  • Organizing the DAO-style operating structure
Contracts and alliances with overseas Web3 businesses
When partnering with overseas Web3 projects, we review the contract terms and the regulatory compliance premises.
  • Review of alliance agreements and preparation of proposed revisions
  • Preparing internal explanatory materials for the alliance

Our approach

What we focus on in Web3 Legal

In Web3 legal work, we place weight on the following perspectives.

  1. 01

    Reviewing token design by working backward from regulatory classification

    Rather than judging only by labels such as utility or governance, we individually confirm, from how consideration is received, transferability and the degree of the issuer's involvement, whether the design is closest to a crypto asset, a prepaid payment instrument, loyalty points or a security.

  2. 02

    Putting NFT rights into words that purchasers will not misunderstand

    We build into the terms and explanations, in language that will not be confused with ownership or copyright, what holding the NFT does and does not provide.

  3. 03

    Reviewing community operations together with existing corporate and contractual relationships

    Even when considering DAO-style decision-making mechanisms, we confirm consistency with the operating company and existing contractual obligations, and set out the range within which they will work in practice.

  4. 04

    For alliances with overseas businesses, starting from governing law and regulatory compliance premises

    Beyond revising contract wording, we consider the negotiation strategy in light of the regulatory compliance premises in the counterparty's home country and the impact on regulatory classification in Japan.

Pricing

Web3 legal fees

For Web3 legal consultations, we provide an estimate after hearing about the business scheme and the token design.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • Complexity of the token or NFT issuance scheme and the number of regulatory classification issues
  • Whether NFT terms of use and secondary trading rules are newly drafted or existing terms are revised
  • Whether consideration of DAO-style operating design is included
  • Whether contracts with overseas businesses are in English, and the expected number of negotiation rounds
  • Whether ongoing monitoring of regulatory developments is needed

The status of token design and DAO operation planning differs for each matter, so we first hear about your consultation and then let you know the scope of work and the estimate.

Team & Record

Attorneys who know business practice handle your matters

Contract reviews and drafts
2,000+
Client companies
150+
Startup legal matters
200+
Legal and investment DD
20+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical guides to Web3 legal

LicensingIntellectual Property and Scope of Use to Check When Reviewing a License Agreement

Permission to post an image on a website does not necessarily mean it can be used in social media ads or at trade shows. Check the methods of use, the scope of exclusivity, how consideration is calculated, and the handling of inventory and data upon termination.

Related practice areas

FAQ

Frequently asked questions

Can we consult you about token design while the service is still at the planning stage?

You can consult us from the planning stage. Identifying the regulatory classification issues before finalizing the issuance terms of the tokens or NFTs makes it easier to avoid later design changes.

Can you tell us definitively whether the token we plan to issue is a crypto asset?

A token's classification depends on its individual design, such as how consideration is received, transferability and the degree of the issuer's involvement. After reviewing the design, we set out the categories it may fall under and the points that need to be confirmed individually.

Can we also engage you to develop an NFT marketplace itself?

The system development of a marketplace itself is outside our scope, but we handle the terms of use for NFT sales and secondary trading and the explanation of rights for holders. For reviewing development outsourcing agreements, please also see the IT, SaaS and System Development page.

Can we consult you about what legal entity form a DAO should take?

We review consistency between the DAO-style operating structure and existing corporate and contractual relationships. The choice of a specific entity form depends on the business and the range of participants, so please consult us individually.

Can you handle contracts with overseas Web3 projects in English as they are?

You can also consult us about contracts in English. After reviewing the governing law, dispute resolution clauses and regulatory compliance premises, we set out the points to revise under Japanese law.

Can we consult you if all we have is a draft contract?

We can begin reviewing with just a draft contract. If you can also tell us about the business scheme and an overview of the token design, a more concrete analysis becomes possible.

Can we consult you about remittance and payment mechanisms themselves?

Registration and notification for remittance and payment services or prepaid payment instruments themselves are handled on the FinTech and Payments page. Please consult us if these are needed together with Web3-specific token, NFT or DAO design.

Contact

Talk to us about token or NFT design

Please let us know your approach to token or NFT design, the expected business scheme and the issues you want to discuss. You can consult us from the planning stage, before the specifications are finalized.

  • A free 30-minute online first meeting
  • You can consult us at the planning stage, before specifications are set
  • You can consult us on English-language contracts as they are